


Red and Black

by thinkoutsidethebex



Category: Marvel, Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), Spider-Man - All Media Types, The Avengers (Marvel Movies)
Genre: F/M
Language: English
Status: Completed
Published: 2019-08-23
Updated: 2020-06-01
Packaged: 2020-09-24 21:41:37
Rating: General Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 18
Words: 44,904
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20365537
Author URL: https://archiveofourown.org/users/thinkoutsidethebex/pseuds/thinkoutsidethebex
Summary: Following the events of Far From Home, Peter has to deal with the aftermath of the world finding out he’s Spider-Man. A new friend helps him through, and an old foe comes back in search of revenge.





	1. Prologue

Scattered conversations filled the gallery of the courtroom. “The trial of the decade” as the news had taken to calling it, had dragged on for weeks and everyone was anxious for the closing arguments. No one more so than Peter Parker. Peter never imagined he’d be on trial for murder before his 18th birthday, but that’s exactly where he was. After Mysterio had unmasked him and sent a doctored video to every news outlet in the world, he wasn’t exactly surprised when he’d been arrested. “Spider-Man Behind Bars” had been the headline for days. Even when Pepper had bailed him out, he didn’t feel free. He couldn’t leave his apartment without being bombarded, either by press wanting a quote or by fans wanting an autograph. Patrolling had become nearly impossible because everywhere he went people saw and had something to say.

_“Hey Spidey, try not to kill anyone this time around, yeah?”_

_“Yo Parker, how that’s hot aunt of yours?”_

He wasn’t in jail, but he was a prisoner in his home until things blew over. The pounding of the gavel made him jump and bring his attention back.

“Court will come to order!” The judge shouted above the noise. The chatter died down until the room was silent. Peter glanced over his shoulder. In the front row behind him sat Aunt May, Happy, Pepper, Ned and MJ. They had been there for every second of his trial. Happy and Pepper had even testified for him. Seeing them there, he was grateful, but he couldn’t help but wish Tony were there too. He sighed, and turned back around.

“The defense may now proceed with their closing statements,” the judge continued. “Mr. Murdock?”

Peter’s lawyer, Matt Murdock, rose from his seat. When everything started Peter wasn’t sure how he’d ever afford a lawyer. Spider-Maning didn’t exactly pay the bills. He hadn’t even had time to all anyone when Matt showed up at the police station, offering his services pro bono. Matt had assured him there was no catch, and true to his word he had been with Peter every step of the way. Now, he cleared his throat and made his way forward to deliver his closing statement, wearing a plain grey suit and tie and the red-lensed sunglasses he always donned. The first day in court Peter had gotten up to help him find his way, but he quickly found that Matt being blind didn’t really hold him back. Unfolding his red and white cane, Matt tapped it on the ground in front of him as he made his way to stand before the jury.

“Thank you, Your Honor,” he began.

“Members of the jury. Truth be told, this trial shouldn’t even be happening. The alleged crime occurred overseas, well outside the jurisdiction of District Attorney Tower, but the state is seeking to make an example of my client. They’re using Mr. Parker to send a message to all enhanced people: Stay hidden or pay the price. I’m not here to try and convince you that Peter Parker isn’t Spider-Man. You’ve seen irrefutable proof that he is.” Peter gulped at this. A large part of Matt’s defense strategy hinged on not denying the fact that he was Spider-Man. Peter was wary of it, but everyone assured him this was the best way. He focused on Matt as he continued. 

“What you’ve also seen is irrefutable proof that he is innocent of the charges laid against him. Mr. Parker has proven time and time again that he’s willing to lay his life on the line, not just for the people of New York, but the people of the world. Both before and after the Blip he put his own safety at risk for the greater good, all before he’s even graduated high school.” Matt paused, tilting his head toward the jury box. Peter had noticed him doing this often but he couldn’t quite figure out why. It almost seemed like he was listening for something.

“Expert videographers have proven Mr. Beck’s video was doctored and Mrs. Potts-Stark has kindly granted us access to the E.D.I.T.H. system, which has shown us the unaltered series of events that took place on the Tower Bridge. You saw my client attempt to reason with Mr. Beck. You saw Mr. Beck becoming more and more erratic and unhinged. You even saw the artificial intelligence system warn Mr. Beck that firing the weapons on the drones around him would put him in mortal danger. He continued despite this, and it cost him his life. It very nearly cost my client his. Once again, Mr. Parker threw himself into danger in order to save thousands of lives. Quentin Beck’s death was a tragic accident, but it was one of his own design. You have a duty, based on the evidence presented to you here, to return a verdict of not guilty. Thank you.”

  
After the closing statements had been delivered, there was nothing left to do but wait. Pepper had to leave for a Stark Enterprises meeting, but she made sure to give Peter a warm hug with instructions to call her when it was over. May and Happy sat on a bench outside the courtroom silently. Ned sat next to them with his head between his knees and May absently rubbing his back. Matt leaned on a wall near them, occasionally tapping his cane on the ground. MJ stood awkwardly beside him watching Peter. He was pacing back and forth rapidly, not able to calm his nerves.

“Peter, will you please sit down!” May snapped. “You’re making me really anxious.” Peter whipped around to face her.

“You’re anxious? You?! I could go to prison, May!” He hadn’t meant to shout at her, but his nerves were fried. It had been weeks of this and he couldn’t take much more.

“You’re not going to prison,” Matt said calmly.

“I appreciate the optimism Mr. Murdock but you can’t know that,” Peter said. Matt smirked and turned his head slightly again. He always had a look on his face that he knew more than he was letting on and it was starting to drive Peter crazy. He ran his hands through is hair and sighed. MJ walked up to him and put her hands on his shoulders.

“Peter, look at me,” she said calmly. “You have got to chill out. Mr. Murdock’s right, ok? Everything’s going to be fine. Right, Ned?” She turned to Ned for help, but he was doubled over on the bench breathing into a brown paper bag. She turned back to Peter and started to say something, but the courtroom door opened. Peter looked up to see Matt’s secretary, Karen Page walking out.

“Matt, they’re back,” she said. Matt nodded and straightened himself.

“Thanks, Karen.” He turned to Peter. “Ready, kid?” Peter took a deep breath and fixed his jacket. He nodded before he remembered Matt couldn’t see him.

“Yeah. Let’s go.”

The walk from the door to his seat seemed to last for miles. Peter could feel every eye in the courtroom on him as he made his way forward. To his left he spotted Flash Thompson, looking almost as nervous as Ned had. Other faces from his class were dotted around but he couldn’t focus on them. He made his way to the front of the courtroom and took his seat next to Matt. Shortly after he sat down the jury filed in silently. Peter scanned their faces looking for some sign of his fate, but none of them so much as looked at him. He wasn’t sure if that was good or bad. The bailiff made his way in next.

“All rise,” he called. Everyone stood at the judge entered and took her place on the bench. Peter’s mouth was dry and his hands were shaking. Why was everything happening so slowly?

“You may be seated,” she said. He sat back down and listened to the pounding of his heart in his ears. Sweat broke out on his brow and his hands were so clammy he thought he wouldn’t be able to stick to a wall if he tried.

“Members of the jury, I’m told you’ve reached a verdict?” The judge addressed the forewoman of the jury, a blonde woman in her mid-30’s, from what Peter could tell. She stood, holding a piece of paper in her hand.

“We have, Your Honor,” she answered. The bailiff stepped forward to take the paper from her before handing it to the judge. As she read it Peter desperately looked for some kind of reaction but she didn’t so much as bat an eye before handing the paper back to the bailiff.

“Will the defendant please rise?” Peter and Matt stood and he took a quick look behind him. His friends and family looked back at him with soft smiles and hope. He couldn’t help but wonder if this would be the last time he saw any of them without bars in between them. “In the state of New York vs. Peter Benjamin Parker, on the sole count of the indictment, murder in the second degree, how do you find?” Peter’s breath picked up and his vision blurred. The weight of what was about to happen was finally bearing down on him. What would he do if he went to prison? What would happen to May? He couldn’t leave her. Not after everything she’d been through. Matt’s hand on his shoulder broke his train of thought as the forewoman spoke.

“We the jury find the defendant not guilty.”

Anyone outside the courtroom would have thought a bomb went off. The sound of cheers and applause was deafening. May leapt across the railing and pulled Peter into a bone-crushing hug. Happy clapped him heartily on the shoulder and MJ reached out to take his hand. Ned fainted. Peter held tight to May and squeezed MJ’s hand. The tears he’d been holding back for weeks fell freely onto his aunt’s shoulders. _Not guilty._ He’d known he wasn’t a murderer the entire time, but hearing the jury say the words was like lifting the weight of Quentin Beck off of him. Barely audible above the roar of the crowd, Peter heard his trial finally come to an end.

“Members of the jury you are excused, and the state of New York thanks you for your service. Mr. Parker, you are free to go.” With a final bang of the gavel, it was over. Chants of “Spidey, Spidey, Spidey” rang out and Peter untangled himself from his aunt. He turned to Matt, who was packing his things.

“I told you,” he said simply, smiling. Peter grabbed him and pulled him into a hug.

“Thank you, Mr. Murdock,” he whispered. Matt patted him on the back and Peter let him go.

“It’s my job kid,” he answered. “Just try and keep your nose clean, yeah? Only the first one’s free.” Peter nodded and Matt smiled and left. May grabbed him by the arm and pulled him back into a hug. They cried into each other for a few moments before May pulled back, taking Peter’s face in her hands.

“Let’s go home,” she said softly. Peter nodded in agreement, unable to form words. They started to make their way out before MJ stopped them.

“Someone’s gonna need to scoop up Ned,” she said flatly. Peter turned around confused, only to find his best friend face down and unconscious on the floor.

“Oh crap, Ned!”


	2. Chapter 2

**Summary for the Chapter:**

> Peter celebrates his 18th birthday following the most stressful time in his life.

_Happy birthday to you_   
_ Happy birthday to you_   
_ Happy birthday Dear Peter_   
_ Happy birthday to you!_

“Go on, make a wish!” May urged. Peter smiled and blew out the candles that decorated his birthday cake. He’d pictured his 18th birthday a lot of different ways but given the way the past year had gone, he was just happy to have made it to 18. Looking around the room, he smiled at the people who’d been there for him. May, Happy, Ned and MJ took turns grabbing plates with cake and ice cream. They were smiling and laughing and fighting each other for the biggest piece. Peter smiled, momentarily forgetting the ridiculous paper party hat May had forced on his head. For the first time in a long time, he felt really happy.

“Peter, do you want a corner piece or-,“ she started to ask, turning to look at him. She saw the glassy look in her nephew’s eyes and put down the plate and knife in her hand to walk over to him. Peter wasted no time pulling her into a bone-crushing hug.

“I love you, May,” he mumbled against her hair. She squeezed him gently.

“I love you too, Peter.” Ever since the trial the two of them had taken to saying “I love you” a lot more. They knew just how close they had come to losing one another and they were making the most of being together. May pulled away first, holding Peter’s face in her hands. She placed a soft kiss on each of his cheeks.

“I want a corner piece,” Peter said, suddenly very serious.

Peter ate his cake and watched over his party quietly. Ned was listening to Happy and May try (and fail) to define their relationship to him.

“It’s more of a casual thing, really,” May said.

“I’m in love with her,” Happy said at the same time. The couple looked at each other nervously while Ned just smiled.

“Can I be invited to the wedding?” he joked. Peter choked back a laugh and walked away, not wanting to be pulled into this conversation again. He made his way over to MJ who was leaning on a bookshelf, finishing her cake. Peter leaned in a pecked her on the cheek, making them both blush. Even though they had been together since the Europe trip they still made each other nervous. Peter worried all the time that him being Spider-Man would eventually be too much for MJ. But it wasn’t. She had stayed with him throughout his whole trial and Peter was grateful every day.

“I gotta admit,” MJ said, breaking the silence. “I kinda thought there’d be more Avengers at this party.” Peter’s head snapped up. He panicked. He’d told May he wanted a small birthday party on purpose. Life had been so crazy that he just wanted something calm, but now he was terrified that he’d made a huge mistake.

“D-do you want me to call some?” Peter asked. He fumbled for his phone in his pocket. “Thor’s in space somewhere and he probably doesn’t even have a phone and I’m pretty sure Mr. Lang is in California but I could probably get Falcon or Doctor Strange or-“ He unlocked his phone and started to search through his contacts when MJ cut him off, placing her hand over his.

“Peter, Peter relax. I’m messing with you,” she said. Peter’s eyes met hers and she smiled at him. “This is nice. I like that it’s just a few of us.”

“Oh. Y-yeah. Well, I just wanted it to be…you know…important people.” Peter smiled and stuffed his phone back in his pocket. They both blushed and looked down. MJ cleared her throat.

“So, ready for senior year?” she asked. “I mean, it’s probably nothing compared to saving the world and dodging a murder charge but…” she trailed off.

“N-no. I mean yeah,” he stammered. “I mean, I dunno. It’s kinda scary still. Definitely gonna be weird.”

“What’re you gonna do about Flash?” she smirked. Peter drew his brows together in confusion.

“What about Flash?”

“You’re not following him?” she asked amazed. Peter shook his head and MJ pulled out her phone. “He’s been losing it since you were unmasked. Like, full five stages of grief. Here, look.” She pulled up Flash’s page and clicked the story highlights. The first video popped up and showed Flash walking through a crowded street in the middle of the day.

“What up, Flash Mob? So look, a bunch of you have been tagging me in this whole Penis Parker is Spider-Man story and honestly? It’s bull shit. Hardcore Grade A bull shit. Parker probably faked the whole thing for attention. He’s such a huge loser it’s actually almost upsetting, to be honest. There’s no way he’s Spider-Man. Zero chance. No. Just…no.”

She tapped the screen to start the next video. This one was at night and it looked like Flash was in his room.

“Seriously guys. Stop. Tagging. Me. I’m telling you there is NO WAY Parker is Spider-Man! Comparing Penis Parker to the one and only Spider-Man is just insulting to Spidey’s legacy and I’m getting seriously pissed. So knock it off!”

**Tap**. This time Flash was in some kind of church.

“God? It’s me. Flash. Flash Thompson. I don’t ask for much because my life is so awesome, but I really need your help. I’m begging you. Please. _Please_. I’ll do anything just don’t let Peter Parker be Spider-Man.”

**Tap.** Flash was laying in his bed, covers drawn up around his face. He wasn’t saying anything. Instead, he was sobbing uncontrollably.

**Tap. **Flash was outside in his yard.

“You know what, Flash Mob? I think this is all gonna be ok. I can make this work. I know Spider-Man. Like. I _know_ him. We’re not really friends but by the end of this year, we will be. We’re gonna be best friends.”

MJ locked her phone and put it away. Peter could only stare, wide-eyed with his jaw hanging open.

“Wow. That was…wow,” he managed. “Was he crying?”

“Depression is the fourth stage,” MJ answered flatly. Peter sighed deeply and rubbed his face. “So? What’re you gonna do?”

“I have no idea,” he said answered honestly. “Flash has been the worst to me for years. Does he seriously think that’s gonna change just because I’m Spider-Man?” MJ shrugged.

“Seems that way. If I were you I’d shut it down real quick. Otherwise by the end of the year, Flash will be your guy in the chair.” Behind them, Ned spit out his drink in surprise.  
“Who is gonna be WHAT?” he yelled. Peter looked back and forth from Ned to MJ, desperate for help but his girlfriend offered none. Thankfully, May intervened.

“Time for presents!” She clapped her hands together and motioned to the couch. “Peter, sit right here.” Peter took the seat in the middle of the couch while MJ sat next to him. May sat on the arm of the couch and handed Peter his first gift.

“Here you are my boy,” she beamed. Peter took the gift from her and carefully removed the paper to find a small wooden box with a bronze hinge. Gently, he lifted to lid. Inside, nestled on red velvet, was a pair of gold cufflinks with the letters BJP engraved on them. He looked up at May.

“I saved them for you,” she explained. “They were Ben’s. I got them for him on our 15th wedding anniversary. He would have been so proud of you and he would have loved for you to have them.” Peter looked at his aunt with tears in his eyes for the second time today. A lump had formed in his throat that he couldn’t swallow.

“May. I-I…this is…thank you,” he finally managed. She smiled down at him until another gift was shoved into his hands.

“My turn!” Ned shouted. If anyone knew how to ruin a moment, it was Ned Leeds. Peter laughed and pulled the paper from his gift. It was a Lego Millennium Falcon.

“Dude, no way!” Peter exclaimed. “This is amazing! 7,541 pieces. That’s like twice as many as the Death Star! This is so sick man I can’t believe-“ he looked up and saw MJ staring at him with an eyebrow arched and he realized just how nerdy he sounded. He cleared his throat and turned back to Ned. “Um…thanks man. This is awesome.”

“Me next,” MJ piped up. She handed Peter a small gift wrapped in black paper. He smiled at her and unwrapped a small paperback book titled _Of Human Bondage_.

“It’s my favorite book,” she explained. “The main character is orphaned and gets sent to live with his aunt and uncle so I thought…I thought you could relate.” She offered him a soft smile.

“MJ,” he spoke, feeling choked up once again. “This is so great. Thank you.” He leaned forward and placed a gentle kiss on her lips.

Happy went next, giving Peter a framed photo of him and Tony. He looked around the room again and the feeling of happiness washed over him.

“Thank you, all of you,” Peter said. “This year has been sort of a nightmare but you guys got me through it. You never gave up on me and I’m so grateful. You’re the best family I could’ve ever asked for.”

“Yeah, ok kid. Don’t get all sappy yet,” Happy interrupted. “You’ve got one more present.” Peter looked around confused.

“From who?” he asked.

“From Tony,” Happy answered. Peter’s breath caught in his throat. Tony really did think of everything. Even when he wasn’t here, he managed to be here. Peter looked around.

“Where?” he asked. All the gifts had been opened and he didn’t see anything else. Happy stood up and shot a knowing look at May.

“Downstairs,” he said simply. “Let’s go.”

Everyone got up and made their way outside with Happy leading the way. When they reached the door, he turned to look at Peter and smiled.

“Happy birthday, kid.”

Speechless felt like too small of a word to describe how he felt. Sitting on the street, with a big red bow on the hood, was a brand new gray Audi. Peter walked forward, unable to believe his eyes. Was this really his? From behind him, he heard May whisper.

“When you said he was getting a car I was picturing something a little more…used,” she said. Happy just shrugged.

“Tony was very specific,” he said.

The streetlights reflected off the pristine surface of the car. Peter reached out, but he was almost too afraid to actually touch the car so he grabbed the end of the ribbon instead. Tucked under the ribbon was a small white card. With a shaking hand, he picked it up.

_The little gray area.  
-T.S._

The tears Peter had been holding back for most of the day finally broke free. He didn’t even try and stop them. He turned around and looked back at his family. Happy had his arm around May and she had her head rested on his shoulder. MJ was leaning on a light pole and Ned was just staring with his jaw hanging open.

“Peter!” he exclaimed. “This is the coolest thing that’s ever happened to us!” Peter raised his eyebrows.

“Us?” he asked.

“Dude. Come one. Don’t even pretend like you’re not gonna be giving me rides.” The duo laughed and did their secret handshake. The rest of the group walked forward to inspect the car while Peter took a few steps back. He looked back down at the card in his hands and then up to the sky.

“Thanks, Mr. Stark,” he whispered.


	3. Chapter 3

**Summary for the Chapter:**

> School starts in the worst kind of way. An old foe has a plan for revenge.

**Notes for the Chapter:**

> I know this is a slow burn but I swear I have a plan. Felicia will show up in the next chapter!  
Warnings in this chapter for explosions and gun violence.

Peter pulled into the student lot and parked his car with a groan. He was hoping for a lower key entrance, but thanks to his high profile summer and brand new car, low key was out of the question. Sighing, he turned off the ignition. MJ took his hand and gave it a light squeeze.

“You’ve got this, Peter,” she said reassuringly.

“Yeah man,” Ned said from the back. “We’re gonna be the most popular guys in school. This is gonna be amazing!”

“Ned, why exactly do you care so much about being popular?” MJ turned in her seat to look at him. “Is your self-worth so tied up in your social status that the idea of still being a loser in your senior year renders you completely emotionally incapacitated?” Ned’s jaw dropped. He looked to Peter for help but Peter just stared him down. He was smart enough not to go against MJ, girlfriend or not.

“I…well…I mean…I just…” Ned stammered.

“Sounds about right,” MJ replied, turning back around. Peter chuckled and grinned at her.

“I love it when you do that,” he said.

“One of my many talents,” MJ shrugged. She leaned in a pecked Peter on the lips. “You ready?” Peter sighed.

“I guess so,” he said. With that, the three of them exited the car.

The second he was clear of the car, it began. People were scrambling to be near him. The air was full of shouts of _“Peter!” _and _“Spidey!”_ and _“Web me up, Spider-Man!” _Everywhere Peter looked he saw phones raised. Some people were taking photos, some were taking videos, and others were live streaming. He felt his heart rate rising and he knew he was on the verge of total sensory overload when he felt MJ’s hand slide into his. Knowing she was next to him calmed him down. He smiled at her and MJ turned to Ned and jerked her head forward.

“People, people,” Ned shouted above the crowd. “I know we’re all excited to see Peter but he has a very full day ahead of him. Any questions you have can be directed to me, Ned Leeds, his best friend. For now, let’s make some room here and let Peter get to his homeroom, ok?” Somehow, that worked. The crowd began to disperse and Peter was left with just Ned and MJ standing beside him. He looked between them and they were both grinning broadly.

“We practiced that,” Ned said proudly. Peter laughed and walked toward the door with them, feeling lighter. Maybe this wouldn’t be so bad after all. Once the initial shock wore off, he’d go back to being plain old Peter Parker. That lovely thought was quickly shattered when Flash came sprinting up to them.

“YO, Spider-Man!” Flash yelled as he skidded to a stop in front of Peter. “I mean, Peter. What’s up man?” He threw his arm around Peter’s shoulder before Peter shrugged him off.

“Hey, Flash,” Peter mumbled.

“I saw the new car,” Flash said, falling into step next to Peter. “Very nice! Rollin like a true boss. I like it.” Flash took Peter’s hand and attempted to get Peter to do some kind of secret handshake like he and Ned had. Peter groaned and pulled his hand back.

“Flash, look, you gotta stop man,” Peter said. Flash looked at him like a deer in headlights.

“Stop what?” he asked. “Chillin with my best bud?”

“We’re not friends, dude,” Peter snapped, more aggressively than he intended. “I know this is probably weird for you but nothing is gonna change. Me being Spider-Man doesn’t make anything different.” He looked down to avoid Flash’s gaze. Even though Flash had always been terrible to him, Peter still didn’t want to hurt his feelings but he knew he had to shut this down fast.

“Look Penis-PETER. That’s in the past. I know I was a real dick but-“

“Yeah, you were,” Peter interrupted him, “And now that you know I’m Spider-Man, you’re not. I’m not stupid, Flash. I know what this is. We’re not gonna be friends, man.” He finally looked up. Flash looked absolutely crushed. His eyes started to glisten and he was silent for a moment. Then, he took a deep breath.

“Ok. Ok, I get it,” he said quietly.

“Thanks, man.”

“You need proof that I really mean it,” Flash said with a small smile.

“No. No I really don’t,” Peter started, but Flash was already running inside.

“Don’t worry, Spider-Man! I’ll show you! We’ll be best buds by winter break!” With that, he disappeared into the school. Peter was left speechless and stunned in the bright September sun.

“That…was less than ideal,” Ned said from behind him.

“You’re telling me,” Peter sighed. He shook his head and walked into the building.

The atmosphere inside the school was much the same as Peter had found outside. People were calling his name and taking photos. Popular kids were nodding in his direction, the silent high school seal of approval. Most of all, girls who would have never looked at him before were smiling and waving at him in the hallway. He wasn’t sure what to do with himself, so he just offered everyone the same tight-lipped smile while he clutched MJ’s hand. She had a different homeroom than him and Ned, so once they were inside she waved them off with a “later dorks” and made for her locker. Peter noticed people staring and pointing at her as she went and he hoped it would subside soon. MJ had never been a fan of attention and the last thing he wanted was for her to get overwhelmed by it. She was keeping him grounded and he didn’t want to lose her. His panic ridden thoughts were interrupted when he caught sight of his own locker, and groaned.

Every square inch of the locker door was plastered in fan art, letters, and gifts people had made. Once he managed to get it open, more letters and papers spilled out at him. He scrambled to gather what he could and hastily stuffed it into his backpack. He could feel people staring at him and he heard photos being snapped. Red crept into the tips of his ears and his breathing picked up. A couple people called his name but he zipped his bag and rushed around the corner to his homeroom.

Ned was waiting for him when he finally got to Mr. Harrington’s class.

“Dude!” he called, bouncing with excitement, “This is insane! I’ve talked to like three girls already today. This year is gonna rule!”

“Yeah, sure is,” Peter grumbled. He was jittery and on edge already and the day hadn’t even begun. Students filled in and the whispers started again. Some had the decency to hide behind their hands, but most spoke about him while looking straight at him. By the time Mr. Harrington arrived, everyone was talking over each other, all about Peter.

“Ok, ok. Settle down everyone,” Mr. Harrington called over the noise, quieting them all down. “Now I know we’ve had somewhat of an exciting summer, what with Peter being Spider-Man and all-“ The class erupted into cheers before he could finish. It was all Peter could do to not run from the room right then. His heart thrummed in his ears and heat flooded his face. All he wanted was to be a normal student, but nobody else seemed to want to help with that. Mr. Harrington called over the class again, but his words sounded more distant, almost like he was underwater.

“BUT! BUT! That doesn’t mean we’re not going to be doing work. This is still school and even our seniors have things to get done. So let’s get started.” The class groaned but pulled out their supplies. Peter closed his eyes and took a deep, calming breath and followed suit.

By the time lunch rolled around, Peter was hanging on by a thread. Every slamming locker made him jump, every screaming voice in the halls made him flinch. Normally he could reign in his heightened senses at school, but today he found himself struggling to even hear properly. When he walked into the cafeteria and saw MJ sitting alone at their normal table, he immediately relaxed and made a beeline for her.

“Hey, Parker! Over here!” Flash called and waved from across the room, but Peter ignored him and plopped down in the seat across from MJ. She startled and quickly stuffed the papers she’d been reading into her bag.

“I really hope your morning has been better than mine,” Peter groaned. MJ shrugged and picked at her food.

“More or less,” she said. “Flash is in my second period so that was interesting.” Peter frowned and reached across the table to take her hand.

“I’m sorry, MJ,” he said earnestly. “I know you didn’t sign up for this. Listen, if anybody gives you any trouble just let me know. You don’t deserve this.” He expected sarcasm or an eye roll, but MJ’s eyes flashed with anger and she pulled her hand back from his sharply.

“I don’t need you to save me, Spider-Man,” she spat. Peter’s eyes widened and his heart hammered in his chest. He sputtered, trying to figure out what he said and where he went wrong.

“No I know I just…I mean I-“

“You know, I’m not really hungry anymore,” she said. Wiping her hands, she got up and hurried out of the cafeteria. Peter’s head was spinning. What just happened? That was so unlike MJ. As he sat, stunned and trying to process, Flash threw himself into the seat MJ had just left.

“Women, am I right?”

Peter just sighed deeply and put his head down on the table.

_Meanwhile, at Rikers Island_

“Yard time, ingrates!”

The inmates filed outside into the enclosed concrete space designated for yard time. Maximum security didn’t allow them anything more than that. Most of the inmates looked perpetually miserable, except the ones who’d managed to work the system in their favor. There was one, however, who looked much cheerier than a man in prison had any reason to. Mac Gargan sauntered across the yard and leaned against the wall. He surveyed the prisoners, a smile playing across his face.

“Gargan!” one of the guards called out. “Get your ass off my wall!” Mac didn’t move or show any signs he’d even heard the guard. “Gargan! Did the spider mess up your hearing when he kicked your ass? I said get off the wall!”

“You know Mathers, I’m really going to miss these little chats of ours when I leave,” Gargan said smugly. He turned his head and locked eyes with Mathers. The guard stalked toward him, adjusting the belt that held his nightstick.

“By the time you can even think about getting out of here my grandchildren will be grown. Now unless you want to want to spend a week in the hole, I suggest you move your ass.” Gargan smirked and looked at the clock.

“Would you look at that? It’s exactly 4:30.”

To the right, an explosion boomed and the wall burst in on itself. Inmates and guards dove to the ground in terror and Mathers was knocked off his feet. Through the hole created by the explosion, a team of men clad all in black and armed with assault rifles barreled in. Gunshots and screams rang through the yard. Guards attempted to radio for backup but were quickly silenced by the precision firing of the strike team. Grouped together, they make their way to Gargan and began to lead him out the way they came in.

“We have The Scorpion,” one of the strike team called into a radio on his shoulder. “Clear me a path. Get him clear NOW!” The team, now with Gargan in tow, backed out as fast as they could; sporadically firing into the resisting guards. Once outside, they loaded into a pair of waiting vans and peeled out. Sirens blared behind them and two of the team leaned out the windows and fired shots as they sped across the bridge.

“Woo! Nicely done boys!” Gargan cheered.

“What did I say boss?” the driver called out, “I told you we’d get you out of there!” The car weaved through the streets with shots occasionally ringing out. The turns became sharper and more erratic and Gargan began to get nervous.

“Easy! Do you even know what the hell you’re doing?” Gargan hissed.

“Don’t worry boss,” the driver replied. “We’ve got a plan. By the time we get you out of the city the cops won’t even know what car you’re in, let alone where you’re going.” After another couple sharp turns, they pulled into an abandoned warehouse and skidded to a stop. Everyone jumped out of the car and Gargan saw the space filled with identical SUV’s. The driver led him to one of the cars and opened the back door for him to jump in. He did, and he was met by another man in the backseat with hands bound and a bag over his head.

“Crank it, boys!” the driver shouted over his radio. The huge doors of the warehouse rolled open and the fleet of SUV’s took off, scattering through the busy Manhattan streets. A police scanner mounted to the dash blared to life and told them their plan was working.

“What the hell is going on?”

“They must have planned this. It’s a shell game! Dispatch, we’re seeing at least 20 SUV’s running wild down here. We need more units if we’re gonna track down Gargan. Send everyone you have!”

“6-2, everyone who’s not at Rikers is out there with you. There is nobody else.”

“They’re scrambling,” the driver laughed. “Perfect.” Gargan leaned back in the cool leather seat and closed his eyes. The sound of sirens began to fade and soon it was gone altogether. He chucked and reopened his eyes, turning to the man next to him.

“This him?” Gargan questioned.

“Sure is,” the driver replied, “Grabbed him last night.”

Gargan leaned forward and pulled the bag off of his head. The man underneath was bloody and bruised and he whimpered against the gag in his mouth. His terrified eyes darted around the car, desperate for some clue as to where he was. Gargan smiled menacingly at him.

“Hello, Dr. Stillwell. My name is Mac Gargan. You’re probably wondering what you’re doing here, right?” Dr. Stillwell nodded weakly. “Then you’re asking the wrong questions. What you should be asking is what can you do for me? You see, I have a little bit of a spider problem. He’s caused me tremendous pain and suffering, and now I know who he is. So what you can do for me is make me something to kill the spider. In exchange, I won’t make you watch as my men torture and kill your entire family. Nod if you understand me.” Stillwell nodded. Gargan flashed a toothy grin.

“Perfect. Let’s get started.”


	4. Chapter 4

**Summary for the Chapter:**

> Peter looks for solace in the best sandwich shop in Queens, but ends up running into an old friend who ignites some conflicting feelings in him.

One of the best things about Delmar’s was the very strict “buy something or get the hell out” policy. It had been in place for years, but since Peter had been unmasked Mr. Delmar had really cracked down. Anyone who lingered for more than about 30 seconds got a swift reminder, and there was never a second one. Peter was eternally grateful for it. The first week at school had been a complete nightmare. Between everyone wanting a piece of him, MJ being weird and distant, and the prison break on Rikers he hadn’t been able to get to in time, coming into the sandwich shop and having a few quiet minutes to breathe was life-changing. The bell above the door jingled as he walked in and Peter took a deep breath, relishing in the quiet.

“Sup, Mr. Delmar,” he called out. He grabbed two bags of sour gummy worms and tossed them down on the counter.

“Hey, Mr. Parker!” the shop owner replied. He took stock of Peter’s still flushed face. “Rough day?” Peter scoffed.

“Yeah, you could say that.” Peter looked out the front window. The group of people who had been following him for several blocks was gathered there, snapping photos from their safe spot outside. Everyone in the neighborhood knew Mr. Delmar’s rule so they didn’t dare venture inside. Peter turned back around and sighed. Mr. Delmar gave him a knowing look and began to ring up his snacks.

“Usual right?” he asked. “Number 5?”

“With pickles and-“

“Smush it down flat,” he finished for him. “You got it kid.” Peter smiled and let himself relax a bit. Even after Delmar’s had been rebuilt it somehow managed to look, and feel, exactly the same as it did before. This was one of the only places Peter had left where he still felt like Peter, and not Spider-Man. Delmar’s was safe, and safe was something Peter desperately needed. He handed Mr. Delmar his money and moved to the end of the counter.

“Sup, Murph?” Peter scratched the resident cat behind his ears, earning a contented purr.

Chiming from the front door pulled Peter’s attention away from Murph. He tensed, fearing someone from the group outside had summoned the courage to come inside. Instead he saw a dark haired girl, not much older than him, enter the store. She breezed past Peter looking mildly stressed, and he got the distinct feeling he’d seen her before.

“Hey, Mr. D!” she yelled, placing her hands on the counter and vaulting over it. _Wow,_ Peter thought. She was agile and graceful, not even missing a step when her feet hit the floor on the other side. She spared a quick pat to Murph before she began rummaging through things behind the counter.

“Hey, Felicia,” Mr. Delmar greeted her. “I thought you had class?” He walked over and Felicia gave him a quick hug before resuming her search.

“Yeah in like an hour, but I can’t find my psych book. I think I left it when I was doing homework last night.” She ducked out of Peter’s line of sight, shuffling through whatever was under the counter. Mr. Delmar laughed and looked at Peter.

“This girl would lose her head if it wasn’t attached,” he joked. Felicia popped up and gave him a playful swat on the shoulder.

“And you wouldn’t be able to keep the doors open without me,” she shot back. “Now help me look!” Peter couldn’t help but laugh at their interaction. Mr. Delmar had mentioned Felicia before, but Peter had never actually seen her in the shop. Or maybe he had, since he couldn’t shake the feeling that he knew her from somewhere. He watched her search, admiring the fluidity in her movements. In the blink of an eye she had climbed up on the back counter, stretching up and balancing on one foot to look on top of the cabinets.

“How in the world would it have gotten up there?” Mr. Delmar laughed.

“I don’t know, but I have to look so I can say I looked everywhere!” she retorted, as if it made all the sense in the world. Mr. Delmar laughed at her, and looked back at Peter.   
“Your sandwich, Mr. Parker,” he said, holding out the plastic bag. Peter walked over to claim his order, and caught a glimpse of something next to the register. Craning his neck, he read the title on the spine of the book: Introduction to Abnormal Psychology. Felicia had jumped down and started pulling things out of drawers with her back to him, so he cleared his throat.

“Hey, is that it?” he asked, pointing. Felicia whipped around and followed his point.

“Yes! Oh my god, thank you so much!” She rushed forward and grabbed the book. Sliding off her bag, she stuffed the book inside and gave Peter a soft smile. It was cut short as she furrowed her brow and pointed at him. “Hey aren’t you-“

“Spider-Man,” Peter begrudgingly finished for her as his heart dropped. “Yeah, I am.” He could feel the blood rushing to his face and anxiety creep up. He didn’t want his one safe haven ruined by someone trying to get a selfie or an autograph.

“No,” Felicia said. Peter looked up at her, confused. “I mean, yeah, obviously you are. But you’re Peter, right?”

“Um…yeah?” It was more of a question than an answer. Felicia just stared at him, smiling with eyebrows raised like she was expecting him to say something. “Sorry do we…?” He gestured between the two of them and she giggled. He decided he liked the sound of her laugh.

“I’m Felicia,” she said. “Felicia Hardy. We used to go to Midtown together.” Realization dawned on him as he remembered her. She had definitely grown up, and by his guess not blipped out, but they had definitely had a few classes together. Peter vaguely remembered a group project they did together for an English class.

“Oh! Yeah, hey! Sorry I didn’t recognize you. You look different,” She arched an eyebrow at him and Peter’s eyes widened. “Not like bad different. Like…older. Not like you’re old! You’re not old I just mean…” She let out another giggle that made Peter melt and cut him off.

“Peter, it’s ok. I was a couple years ahead of you and I didn’t blip so,” she gestured to herself. “Older.” Peter exhaled and looked down at his feet. When he looked back up she was smiling brightly at him. Peter remembered thinking Felicia was cool before he became Spider-Man, but he always thought she didn’t know who he was. He was pretty excited that she knew him as Peter. Just Peter.

“So,” he said awkwardly. “You work here?” She smiled proudly and nodded.

“Yup. Been keeping this place afloat ever since the blip.” Mr. Delmar walked over and wrapped an arm around her shoulders.

“She saved me, this one did. I’d be lost without her.” He placed a kiss on the top of her head. Felicia scrunched up her face and wrapped her arms around his waist.

“Aww, look whose heart grew three sizes today!” she cooed. Rising up on her toes, she kissed him on the cheek. “I’ll be back after class. Try not to burn the place down before then.” Mr. Delmar chuckled and Felicia walked back around the counter.

“You be safe out there,” Mr. Delmar said. “You too, Mr. Parker.”

“Always am,” Felicia replied. “Going my way, Pete?” She nodded toward the door.

“Uh, yeah,” he smiled. “See ya, Mr. Delmar!” Peter opened the door and held it for Felicia and the pair left together.

The sun was bright in the sky despite the chill of the early autumn air. Felicia and Peter turned to face each other on the sidewalk. She looked up at him and smiled, pulling her bottom lip between her teeth. Peter smiled back, and felt a lurch in his stomach. She was definitely flirting with him, and he kind of liked it. But he couldn’t. He couldn’t flirt back and he couldn’t like her flirting with him. Weird spot or not, Peter was with MJ and he wasn’t going to do anything to hurt her or screw up their relationship. He cleared his throat and shifted awkwardly in his spot.

“So,” he started, trying to break the tension. “How come I’ve never seen you here before? I stop in like every day and this is the first time we’ve run into each other.” What was he doing? He needed to leave. He needed to call MJ or go on patrol or do anything besides talk to the cute girl from the sandwich shop. Still, he couldn’t make his feet move.

“I usually work the late shift,” Felicia answered. “I have class most days and I come in after to help and close up.”

“Oh, cool. Where do you go?” Felicia answered him by looking down at her t-shirt that read Empire State University. They locked eyes again and broke into peals of laughter.

“I took a couple years off to help Mr. D get things back on track after the blip,” she explained. “But he basically threatened me with death if I didn’t go back to school.”

“How do you guys know each other?” he asked. Felicia’s face fell a little, but she recovered quickly.

“He basically raised me. After my dad went away Mr. D helped my mom out a lot. When she died he took me in so I could finish school here and not get shipped off to who knows where.”

“Went away?” Peter asked, his brow furrowed. Suddenly, he remembered. “Oh…right. Your dad was…I mean he…” he stammered. Felicia giggled again. That damn giggle.

“You can say it, Peter. He was a thief.”

Walter Hardy had been a world famous cat burglar for years in the 80’s. He’d robbed pretty much every jewelry store, museum and art house in New York. Peter remembered watching the police chase where he’d been arrested with his Uncle Ben when he was a kid. He knew kids in school used to tease Felicia about her dad and there were rumors all the time about her following in his footsteps, but he’d never really been friends with her so he never got to hear her side of the story. She must have sensed the panic rising in his chest and saw his brain trying to formulate an apology, because she reached out and placed a hand on his arm.

“Its fine, Peter. I know who my dad was.” Peter could feel the heat of her hand on his arm through his shirt, and he was angry with himself for liking it. Felicia caught sight of the watch on her wrist and pulled her hand back. “Hey, I have to get going, but it was really good to see you.”

“Yeah,” Peter said smiling. “You too.” Felicia smiled brightly at him and turned to go, but she stopped and looked back at him. Shrugging off her backpack, she pulled out a notebook and scribbled something down. She ripped out the page and handed it to Peter. He looked down and saw her phone number.

“Call me some time,” she winked. Peter’s heart thudded.

“S-sure,” he choked out. With that, Felicia turned and jogged off toward the subway station. As soon as she was out of sight, guilt flooded through him. He folded up the paper and shoved it in his back pocket, while pulling out his phone to text MJ.


	5. Chapter 5

**Summary for the Chapter:**

> Peter tries to get to the bottom of whatever is bothering MJ, but it ends up being worse than he imagined.

**Notes for the Chapter:**

> Warnings for this chapter: Descriptions of panic attacks and suicide baiting. If you want to skip the chapter but still know what happens for the story, feel free to message me and I'll give you a trigger free summary. Thanks for reading!

The next few days at school passed in the same way the first week had. Peter still hoped every day that he would pull into the lot and things would be back to normal, but it didn’t seem like the odds were in his favor. Every morning he drove Ned and MJ to school, though MJ now opted to sit in the back, and a pack of fans was always waiting for them. Well, him really. Ned reveled in it, high-fiving people and taking selfies. Peter was polite, not wanting his fans to think he was ungrateful, but with each shout of his name and flash of a camera he could feel his anxiety growing. MJ always exited the car quickly, darting through the crowd as quickly as she could, not even turning around when Peter called her name.

Today was no different. As always, Flash was at the front of the crowd. He walked with Peter toward school, chatting about whatever thing was on his mind while live-streaming. True to his word, Flash was determined to make Peter his friend. He babbled on and tried to rope Peter into his conversation, but Peter was solely focused on reigning in his senses. The spider bite had enhanced them, but with practice he’d gotten pretty good at keeping them in check. Now though, being this anxious all the time, he was finding it harder and harder.

“Dude,” Ned said, clapping his hand on Peter’s shoulder, making him jump. “You getting unmasked is the best thing that’s ever happened to me.” Peter rolled his eyes, but Ned didn’t see. Truth be told, Ned was taking too much joy in all the attention for Peter’s liking. He had tried to talk to his friend about it a couple times, but all Ned had to say was that Peter should “live it up.”

“I’m serious man,” Ned continued, oblivious to Peter’s indifference. “Girls are all over me like, nonstop. Betty’s even been talking to me a lot and I think she wants to get back together.”

“That’s awesome, man,” Peter said as they entered the school. The bell trilled and the sound ripped through Peter’s ears. Students running back and forth blurred in front of his eyes as his breathing picked up and his pulse quickened. Ned was still talking about girls and new friends, but Peter couldn’t focus enough to pull his voice out over all the other sounds in the school. He muttered a quick “see you later” to Ned that he wasn’t even sure his friend heard, before ducking into the nearest classroom and slamming the door.

Throwing his backpack down, Peter leaned forward and gripped the edges of the lab table in front of him. He closed his eyes and tried to control his breathing. The sounds he’d left in the hallway were slightly muffled in the classroom, but thanks to his super hearing most of it was still coming through. He thought back to something Tony had told him once about his panic attacks: in through your nose for a count of four, out through your mouth for a count of four.

“Come on Peter, focus,” he whispered to himself. In for four, out for four. After a couple more rounds, he felt his heart slowing a bit. A groaning sound caused his eyes to snap open, and he saw his fingers starting to splinter the tabletop. He stood up and ran his hands through his hair, feeling a little bit better. The clock on the wall told him he only had five minutes to get to homeroom, so he begrudgingly picked up his backpack and left the room.

Peter made his way to his locker, smiling as politely as he could and waving at people who called his name. When he turned the corner, he spotted MJ. She was standing in front of her locker, holding a stack of papers with tears in her eyes. Peter was about to call out to her when she looked up and saw him. Seeing her eyes red and tear-swelled ripped Peter’s heart in half. Whatever was going on with her was bad, and all he wanted to do was run to her and wrap his arms around her and tell her everything would be okay. But when he took a step toward her, she shook her head slightly and walked away. Sighing deeply, Peter went to retrieve his books from his own locker. He slid his hand into his back pocket, looking for his phone, but felt a piece of paper there instead. He took it out and unfolded it, looking down at Felicia’s phone number. Remembering their encounter, Peter felt guilt flood him again. He should have thrown it away the second he got home, but something in him wanted to keep it. The bell rang again, making Peter jump, and he crumpled up the paper and threw it in his locker.

Try as he might, Peter just couldn’t keep his anxiety in check for the rest of the day. Twice he had to rush out of class, claiming an urgent need for the bathroom, before a panic attack completely overtook him. At lunch, he sat at his usual table, waiting for MJ. Ned was there, with a gaggle of new friends talking about girls that had been flirting with him and plans for the weekend, but Peter didn’t really try to engage. His eyes flitted around the cafeteria, searching for his girlfriend. Halfway through lunch, he finally decided MJ wasn’t coming, so he wished Ned a half-hearted goodbye and left.

The only thing on his mind for the rest of the day was MJ. He racked his brain trying to come up with whatever he did wrong. Their last conversation ended with MJ telling him she didn’t need to be saved by Spider-Man, but she wasn’t the type to hold onto something like that for this long. By the time the final bell rang, he decided that no matter what he would talk to MJ before she left. He practically sprinted from class and made a beeline for MJ’s locker. He saw her down the hall, again holding a stack of papers in her hand. Peter stepped forward, but found his path blocked by Ned.

“So, you’re coming over tonight, right?” he asked. Peter looked over Ned’s shoulder. MJ was packing up her things. She was about to leave.

“Uh…yeah. Wait, for what?” Peter asked.

“Semi-annual Star Wars binge dude!” Ned reminded him. “We’re up to Return of the Jedi. And I was kind of hoping we could talk about Spider-Man doing a swing by of my party this weekend?” MJ closed her locker and Peter saw his chance slipping away.

“I-I gotta take a rain check,” he said hurriedly. “I gotta go talk to MJ. See ya!” He jogged down the hall, dodging the people making their way out. MJ was zipping her bag when she looked up to see Peter right in front of her.

“Peter,” she gasped. “What are you-“

“I’m sorry,” he blurted out.

“For what?” she asked.

“For trying to save you,” he said. “Or for making you think I thought you needed me to save you. Or for whatever I did to make you so upset with me. I’m really sorry and I just want us to be okay.” MJ shuffled in her spot and looked at the ground, shrugging her backpack onto her shoulders.

“Peter, it’s not anything you did…” she started.

“Look, MJ,” Peter said, taking a step forward. “I know this hasn’t been easy. You’re not a person who likes attention and this whole thing with me and Spider-Man happened and you got caught up in it. And I’m sorry. I wish I could take it all back and put things back to the way they were, but I can’t. But you and me, I know we can get through this if we-“

“You think this is all just because I don’t like being the center of attention?” she asked, shaking her head. Peter opened his mouth and closed it again, waiting for her to explain. “I mean yeah, I don’t love people coming up to me all the time trying to be all friendly, but it’s so much more than that Peter. If it were just people like Flash I could handle it.”

“What is it then?” Peter asked hesitantly.

MJ sighed, and removed her backpack. With shaking hands, she pulled out the stack of papers Peter had seen her with earlier. She handed them to him, acting as if they’d burst into flames at any moment. Peter turned them over and read the first one, and his stomach fell. They were letters, written to MJ. Some were typed, some were handwritten, but the theme of all of them was the same.

_Spider-Man deserves better than you._

_You’ll never be good enough for Peter._

_You should just kill yourself so Spidey doesn’t have to go through the trouble of saving you again._

Bile and rage rose in Peter’s throat as he looked up at MJ with tears in his eyes. She wouldn’t meet his gaze, but pain was etched in her face like it was made of stone.

“MJ…I’m so, so sorry,” he said. “I had no idea. We’re gonna find out who wrote these and-“

“And do what, Peter?” she interrupted, her voice rising. “These are just from today. My locker is full of these every day. They have my phone number too so my voicemail is always full and I get texts constantly. It hasn’t stopped since school started.” She finally looked at Peter, and he saw tears running down her cheeks. “It’s not your fault. I know that. You couldn’t have known but this…this is just too much. I can’t do this anymore.” Peter’s eyes widened and his throat went dry.

“Th-this?” he asked.

“I can’t be with you,” she replied. “I really, really like you Peter, but all this…it’s just too much.” She reached out to take the letters back, careful not to touch his hands.

“MJ, I-I…” He tried to form words but his head was spinning. Everything was too loud and the lights were burning his eyes. His world was crumbling around him and there was nothing he could do to stop it.

“I’m sorry, Peter.” She stepped forward and placed a gentle kiss on his cheek and whispered in his ear. “Please don’t follow me.” With that, she turned and walked away, tossing the letters in the trash.

Peter stood rooted in his spot. All of his senses were overloaded. He tried to focus on something, anything that might be able to ground him, but it was just too much. Sounds bled into one another and the fluorescents overhead flared like the headlights on a semi. He didn’t even notice when Flash came up beside him.

“Yikes, dude. That was brutal. You need to talk it out?” He threw an arm over Peter’s shoulder, and that was the last straw. Without looking, Peter shot a web at Flash’s feet and walked away. He never used his tech or his powers at school, but right now he couldn’t find it in himself to care.

“It’s cool, man! I’ll just hang here!” Flash called from behind him.

It took Peter three tries to get his locker open. The numbers were blurry and the sound of the mechanism was too loud. Once he finally wrenched it open, something fell at his feet. Thinking it was just another piece of fan mail he went to kick it away, but he stopped when he saw it was crumpled up. He bent down to pick it up and smoothed it out. For the second time that day, he found himself staring at Felicia Hardy’s phone number. He swallowed hard, then put the paper in his backpack.

The soft light from the computer screen illuminated the sweat beading off of Dr. Stillwell’s forehead. He steadily worked, typing away and sparing quick glances at the armed men around him. Wires ran from the back of his laptop to something hanging next to his desk, covered in a white sheet. His work station and the object to the left of it were the only things in the large warehouse. The click of his keys and the occasional clearing of a throat were the only sounds he’d heard for days. Suddenly, the doors behind him burst open and his captor strolled in.

“Hey doc,” Gargan called out nonchalantly. “How’s the science project coming?” Stillwell gulped, wiping his brow with the back of his hand.

“G-good,” he answered. “I’m running diagnostics now. We should be ready for a test run in a few days.” Gargan flashed him a toothy grin and clapped him on his shoulder.

“Well done! I knew you had it in you, doc. All you needed was the proper motivation.” The doctor’s eyes flashed to a tablet next to his lab table. On the screen was a live feed of a man, bound and gagged. He had blood dripping from a cut on his head and an armed guard stood behind him. Gargan followed Dr. Stillwell’s gaze and chuckled darkly.

“Don’t you worry,” he said. “Your big brother will be just fine, so long as you keep up the good work.” Stillwell looked up at him with fear-filled eyes.

“Will he?” he asked meekly. Gargan only laughed and walked over to the hanging sheet.

“Is this it?” he asked. Stillwell looked up and nodded. “I know it’s not Christmas yet but can I open my present?”

“It’s yours,” Stillwell answered. “You can do whatever you want.” Gargan regarded the doctor for a moment, then smirked and pointed at him.

“That is the right answer, doc!” With a malicious smile, Gargan threw the sheet back, revealing the suit underneath. Green metal glinted in the glare from the computer screen. Red lenses had bits of data running across them as the doctor continued running tests. Gargan walked around to the back and let out a low whistle.

“Nice work, doc,” he said. He arched an eyebrow and looked up. “Is that a tail?”

“I took inspiration from your, uh, charming neck tattoo. The tail contains an advanced hypodermic delivery system, for this.” Stillwell stood and picked up a vial of green liquid. “A neurotoxin of my own design. One hit of that will lead to total nervous system shutdown in 10 minutes.” He handed the vial to Gargan who took it with a smile.

“Very impressive, doc,” he praised. “Very impressive. Get this thing up and running. I’ve got a spider to kill.”


	6. Chapter 6

**Summary for the Chapter:**

> In the aftermath of the breakup, Peter is overwhelmed and anxiety ridden.

**Notes for the Chapter:**

> Warnings for this chapter: descriptions of panic attack

Three days. Peter had to get through three days of school after MJ broke up with him before the weekend. And he’d already made it through two. Two days of seeing her in the halls and pretending it didn’t feel like he was being stabbed in the heart. Two days of ducking out of class and having panic attacks in the bathroom. Two days of his best friend being completely oblivious to his pain. The only conversation he’d had with Ned all week was when he stopped him in the halls and asked Peter if Spider-Man would be swinging by his party on Friday. Peter gave him a non-committal grunt before leaving school.

When he woke up Friday morning, Peter could tell from his first breath that it would be a bad day. Still, he got up and started getting ready, hoping that just getting himself moving would make him feel better. He opened a drawer to find a t-shirt and jeans when something caught his eye. One top of his dresser was the box May had given him for his birthday; Uncle Ben’s cufflinks. Suddenly, grief hit him like a freight train. What would Ben say if he could see him now? If he could see the mess Peter had become? He’d promised Ben that he’d be strong; swore it to him as his uncle drew his dying breath. Now, he couldn’t even walk through school without feeling on edge. Peter fell to his knees, gasping for air.

“I’m sorry, Uncle Ben,” he cried. “I’m so sorry.” Tears poured down his face and he gulped for air, but his lungs refused to take it in. He couldn’t think or move or breathe. All he could do, all he had done, was fail.

This was the state Peter was in when May walked into his room to tell him breakfast was ready.

“Peter!” she cried, rushing toward him. “Peter, what’s wrong? Come on my boy, talk to me.” She took him gently by the shoulders and guided him to the bed. The moment they sat down, he collapsed against her and sobbed. May wrapped her arms around him, holding him close and rubbing his back softly. They sat this way for several minutes, until Peter’s breathing started to slow down. He pulled back and looked at his aunt’s soft face and nearly broke again.

“May…I’m sorry,” he hiccupped. “I’m sorry, it’s just all too much.” She shushed him and cupped his face, wiping away his tears with her thumbs.

“Shhh, it’s ok,” she said. “But I need you to talk to me. What’s going on? Is this about MJ?” Peter practically winced at the name. He took a deep breath and looked down to avoid seeing the look on her face when he asked-

“Do you think Uncle Ben would be disappointed in me?” May gasped.

“Oh, my boy,” she murmured. “My sweet boy.” She kept her hands on his face until he raised his eyes and looked at her.

“It’s just,” he started, voice cracking. “I promised him I’d be strong. For you and for me. And lately with everything…I just feel like I’m falling down this giant hole and there’s nothing to grab on to.” He waited with baited breath for May to tell him he was being silly or overreacting, but she just smiled at him.

“So fall,” she said simply.

“W-what?”

“Peter,” she sighed. “You do so much for so many people. You’ve sacrificed yourself and everything you have and you’ve quite literally saved the world. Whatever’s happening right now doesn’t take away from that and doesn’t change the fact that your uncle would be so, _so_ proud of you. Maybe the reason you feel like there’s nothing to grab on to is because you need someone to catch you.” She leaned forward and kissed his forehead. “So let yourself fall, and I promise I will always be here to catch you.”

Peter wrapped his arms around her and started to cry again. She held him and didn’t say anything else, only the sounds of his sobs and hiccups breaking the silence. Once he’d calmed again, May spoke up.

“Why don’t you stay home today, hmm?” she suggested. “Take today and the weekend and recharge.” Peter sniffled loudly and nodded.

“Th-thanks, May,” he stammered.

“Do you want me to stay with you? I don’t have to go to work-“ she was already fumbling for her phone when Peter stopped her.

“No, May, it’s ok,” he reassured her. “I think…I think I need to be alone.”

“Are you sure?” He nodded.

“Yeah. I think I’m just gonna go back to sleep for a while. Maybe go for a walk later.” She smiled softly and brushed the curls from his forehead.

“I’m a phone call away if you change your mind,” she said. He smiled weakly and May got up to leave. Peter caught her arm before she got to the door and pulled her into his arms.

“Thank you, May,” he whispered. “I love you. So much.” She wrapped her arms around him and pressed a kiss to his temple.

“I love you too, sweet boy.”

After May left, Peter climbed back into bed, letting the exhaustion from his panic attack overtake him. His sleep was fitful and plagued with nightmares. He dreamt he was back at the battle with Thanos. The aliens surrounded and dogpiled him, and he couldn’t breathe.

_Activate Instant Kill!_

_I got this._

_Ok, I don’t got this._

_Help, somebody help!_

A strangled cry escaped his throat as he sat bolt upright in bed, his clothes and sheets soaked in sweat. He panted, looking around his room to remind him of where he was. It was darker than when he went to sleep; May must have turned the lights off before she left for work. Peter checked the clock and saw it was nearly noon. Deciding he needed to get out of the apartment, he got up, took a quick shower, got dressed and headed for Delmar’s.

When he stepped outside, Peter took a deep breath of the brisk autumn air. He gave himself a moment to enjoy the feeling of the cold on his skin, a welcome change from feeling like he was constantly overheating. He was almost to the deli, thinking he might make it there with nobody recognizing him, when he heard someone call out.

“Hey, Spidey!” Peter’s eyes snapped up. “Yeah, I thought that was you. Nice of you to join us, superhero.” A group of four men was exiting Delmar’s, sandwich bags and drinks in hand. They approached Peter, and his spidey senses went haywire. Whatever they wanted, it wasn’t good.

“H-hey guys,” he managed. “Look, I’m just trying to get a sandwich…” He tried to move around them, but they surrounded him.

“Oh, he just wants a sandwich, guys,” the leader mocked. “You know, my old man just wanted a pack of smokes. Maybe you heard about it? Three nights ago in Astoria, a convenience store got robbed and my dad got caught in the crossfire. He died before the paramedics got there and somehow, the amazing Spider-Man was nowhere to be found.” Peter inhaled deeply and looked at the man in front of him. The mixture of anger and grief in his eyes was all too familiar to Peter. It was the same thing he felt when he lost Ben. And Tony.

“Man, I’m really sorry,” Peter said. “But I’m just one guy. I can’t save everyone.”

“No, that’s bull shit!” Peter flinched slightly at the pain in his voice. “You’re supposed to be here for Queens. This is your neighborhood and nobody’s seen you in days. What good are you if you can’t even save one guy?” Peter opened his mouth to reply, to apologize again, but he was cut off by a chocolate milkshake being thrown in his face. The man who threw it stepped forward and hissed in Peter’s ear.

“Fuck you, Spider-Man.”

Rage flared in Peter, replacing the anxiety he’d felt a moment ago. He clenched his fists at his side and struggled to control his breathing. Slowly, he raised his hands to wipe the dripping liquid from his face, and opened his eyes. The men in front of him must have noticed the change, because they all stepped back slightly. Peter regarded them and thought about how easy it would be for him to take all four of them out right here.

And why shouldn’t he? May was right. He’d sacrificed everything to be Spider-Man and save people, but what was the point? All it had gotten him was a dead mentor and a barely beaten murder charge. Everyone had been so quick to turn on him when they thought he’d killed Mysterio. If people could hate him so fast, why should he bother anymore?

Just as Peter was about to speak, the bell above Delmar’s chimed and Felicia walked out. Her dark hair fanned behind her in the breeze as she approached the group.

“Mike, what did I tell you about starting fights you know you can’t finish?” she asked, situating herself between him and Peter. Mike, the leader of the group, scowled at her.

“This doesn’t concern you, Hardy,” he seethed.

“It does when you’re harassing my friends outside of my restaurant,” she retorted.

“Says Delmar’s on the sign,” Mike sneered. “You steal that too?” Felicia bristled at his jab, but didn’t falter.

“The only thing I’ve stolen lately is the heart of a very cute New York City Police officer who would just love to see the footage of you committing assault.” She nodded towards the security cameras over the doors of the deli. “Or, if you prefer Option B, I can step aside and let Peter here absolutely destroy you and we can all laugh at that footage. Your choice.”

Mike looked between Peter and Felicia, his anger evident in his face. Finally, he nodded for his friends to follow him and he stalked off, checking Felicia in the shoulder as he passed. She responded with a swat to his butt.

“Bye bye, boys!” she called sweetly.

Peter stood, shell shocked with milkshake dripping down his face, as Felicia giggled at the retreating men. Her eyes moved to Peter and her face softened.

“You ok?” she asked, moving closer to him.

“I-uh. Y-yeah. Thanks,” he sputtered.

“No problem,” she shrugged. “That guy’s a dick anyway.”

“He could have hurt you,” Peter protested.

“Mike?” she laughed. “Please. He talks a big game but one time I saw him stub his toe and cry.” They both chuckled softly. Peter dropped his gaze and noticed the two sandwich bags in her hand.

“Hungry?” he asked, pointing. She blushed a little and pulled her bottom lip between her teeth.

“N-no, actually,” she stammered. After standing up to strongly to Mike, Peter was surprised that she seemed nervous. “I saw you outside so I grabbed your usual. Number five with pickles and smushed down flat, right?”

“Y-yeah, that’s me,” he said with a smile. It was then that he remembered what had just happened and he looked down at his soaked clothes. “I’m not really in the condition to go inside and eat.” Felicia giggled and nodded behind her.

“Come on. My place is just around the corner. We can get you cleaned up.” Peter hesitated, and she must have sensed it because she laughed again. “Relax, Parker. What kind of a friend would I be if I let you walk around covered in milkshake?” He took a deep breath and nodded, following her down the street.

They walked side-by-side, silent but not uncomfortable. True to her word, they rounded the first corner and Felicia pointed out her apartment building. She held the door for him and led him up two flights of stairs and into a small but cozy looking apartment. She set the bags down on the kitchen counter, and was greeted by a jet black cat leaping up next to them.

“Hey, Nox,” she purred before turning back to Peter. “Bathroom’s through there. I think I might have a t-shirt somewhere that will fit you.” He gave her a tight-lipped smile and made for the bathroom, shutting the door quietly behind him. Once he was alone, he let out a heavy sigh. The reflection in the mirror caught him off guard and he was finally able to take stock of the state he was in.

His eyes were still rimmed with red, no doubt a combination of his earlier panic attack and nightmare-ridden sleep. Chunks of milkshake clung to his hair and soaked through his shirts. Cringing, he peeled off his sticky button-up and t-shirt. He ran the tap and rinsed what he could from his clothes and hair until he heard a soft knock on the door.

“Peter?” Felicia called. “I found you a shirt.”

“Shit,” he whispered. He hadn’t thought ahead when he stripped and now he was standing, half naked, in Felicia’s bathroom.

“Peter? You ok?” she asked again.

“Y-yeah,” he replied. “One second.” He spun around, wondering what he was going to do. Putting wet clothes back on wasn’t an option, so he just flung them over the shower curtain and cracked open the door. Felicia was waiting for him, grey t-shirt in hand. When she realized he was shirtless, she looked him up and down with an eyebrow raised and her bottom lip between her teeth.

“Here ya go,” she said, not taking her eyes off him.

“Th-thanks,” Peter stuttered. He slipped the shirt over his head and made his way across the apartment to the small dining area. Felicia followed laid out their food. Peter dug in, not realizing until he took the first bite how hungry he was. They ate quietly, interrupted occasionally by Nox’s meowing, until Peter decided to say something.

“So, not that I’m complaining, but do you normally have spare clothes readily available for any random guy you find covered in milkshake on the street?” Felicia giggled softly.

“Maybe I do,” she said, wiggling her eyebrows. Peter opened his mouth, but nothing came out. Felicia laughed again. “I’m kidding, Peter. It’s a leftover from an ex-boyfriend. Emphasis on the ex.”

“Lucky for me, then,” he said. Felicia smiled and raised her water bottle in mock toast.

“Congrats, Ryan. You did exactly one thing right.” They both laughed and went back to eating, descending once again into comfortable silence. It wasn’t until they were both finished eating that Felicia spoke again.

“So…do you wanna talk about it?” she asked. Peter felt his face flush and his heart beat a little faster.

“Talk about what?” he asked. She arched an eyebrow at him and smirked knowingly.

“About whatever’s going on with you,” she said simply. Peter looked down at his sandwich wrapper and stayed quiet, so she continued.

“Look, I’m not going to pretend like I know what you’re going through,” she began. “I can’t even begin to understand it, honestly. But I saw the look on your face today. You were ready to beat wholesale ass before I stepped in. I just…I have a hard time believing someone who saves the world regularly would go rip-shit riot over a milkshake facial.” Peter kept looking down, ripping pieces of his sandwich wrapper off. Felicia reached out to place a hand on his arm, and he flinched at the contact. She pulled back, hands held up.

“You can’t keep it all inside, you know?” Peter finally looked up at her and was met with soft eyes and a warm smile. “Bottling things up won’t do you any good. I’m not saying you have to talk to me, but you should talk to someone-“

Before he even knew what was happening, Peter was telling her everything. The words tumbled past his lips faster than he could think. All of the events of the last few years came out; going to Titan, dying, coming back, fighting Thanos, losing Tony, Mysterio, the trial, MJ, all of it. Felicia listened intently, letting Peter get everything out. He told her about the pressure of being the “new Iron Man” and the panic attacks and nightmares he’d been having. It wasn’t until tears splashed on his hands that he realized he was crying. When he finished, he looked up to see Felicia had tears in her eyes too.

“Wow,” she said softly, wiping her eyes. “Peter, that sucks.” He blinked, taken aback by her response. He had expected her to say she was sorry or offer to help, but something about her just letting him get the words out and not trying to fix thing made him feel better.

“Yeah, I guess it kinda does,” he shrugged.

“Not kinda,” Felicia said. “That really sucks. That’s like, an insane amount of pressure for one person to carry.” Peter offered her a half smile and wiped the tears from his cheeks.

“Sorry,” he apologized. “I shouldn’t have dumped all that on you.”

“Do you feel better?” she asked bluntly. Peter considered her question. Saying everything out loud for the first time like that had relieved some of the heaviness he’d been carrying in his chest. Not all, by any means, but he did feel better than he had in weeks.

“A little, yeah,” he admitted. She smiled brightly at him.

“Then don’t apologize.” She stood and picked up the wrappings from their sandwiches, walking them to the trash. Halfway there, she stopped and turned back to Peter, a strange look on her face.

“You know what you need?” She asked. Peter hummed in response. “A day off.”

“Yeah,” he said with a laugh. “That would be great.”

“So let’s do it.” Peter stared at her.

“What?”

“You and me. Right now,” she said, dumping the trash in the garbage can. “Let’s go do whatever the hell we want.”

“I-I can’t just…I mean I….I’ve got…” Peter sputtered. Felicia exhaled deeply and walked back to him. She crouched next to the table, careful not to touch him after how he reacted the first time.

“Peter, when is the last time you had a _real_ day off?” He thought back to the Europe trip and bit his lip sheepishly. “Exactly. You need a break. And you’re already ditching school so why not?” The hopeful look in her eyes and expectant smile on her face made Peter chuckle.

“What would we even do?” he wondered out loud. Felicia tapped her fingers on her chin, thinking.

“Oh!” she exclaimed, making both Peter and Nox jump. “What if we ran around and did all the touristy stuff we make fun of tourists for doing because we’re cynical New Yorkers but we all secretly really wanna do?” Peter blinked slowly and looked at her. He was positive he’d never met anyone quite like Felicia, and he wasn’t sure yet if that was a good thing or not. A smile slowly crept across his face.

“Fuck it,” he said. “Let’s do it.”

And that is how Peter Parker found himself visiting New York’s most popular tourist attractions with Felicia Hardy. The duo ran through Manhattan like they’d never seen it before. They visited Time’s Square and took pictures with street performers. They went to the Central Park Zoo and the Empire State Building. Peter felt lighter than he has in ages, just laughing and joking and taking selfies with Felicia. They stopped at a souvenir shop, since Felicia insisted they buy some “I love NY” shirts, when Peter caught her staring at something. A delicate necklace with a black cat pendant hung on a jewelry rack.

“You’ve got a thing for black cats, huh?” he joked. Felicia smiled and shrugged.

“It’s uh…what the press called my dad,” she admitted. Peter nodded in understanding.

“Do you want it?” He asked.

“Not for $40,” she said, shaking her head. “Come on, let’s get our shirts.” They were at the counter, paying for their souvenirs, when Peter got the feeling he was being watched. He turned slightly to look over his left shoulder. Standing at the front of the shop were two young kids, decked out in Spider-Man gear. Peter swallowed hard and turned back to Felicia, who had already followed his gazed and figured out what was happening.

“Do you have a back door?” she asked the cashier. They motioned to Felicia’s left and she thanked them, leading Peter away. The door took them out into an alley where Felicia pulled a hat and sunglasses from her bag and handed them to Peter.

“When did you even buy these?” he asked.

“You know, for a superhero you’re not very observant, she quipped. “You ready?” Peter adjusted the hand and glasses and nodded. She reached out her hand for his, and he hesitantly took it, intertwining their fingers as they made their way back onto the busy street.


	7. Chapter 7

**Notes for the Chapter:**

> This is just nice and flufy. Enjoy it it won't last.
> 
> Warnings for this chapter: descriptions of panic attack, explosions

“So, what did you tell him?”

Felicia sat cross-legged on the counter at Delmar’s, psychology book open on her lap. Peter stood next to her, leaning on the counter as he finished the last of his sour gummy worms. This had become the routine for the two of them over the past few weeks. As soon as school was out, Peter would head to Delmar’s and do homework with Felicia until it was time to patrol. He was surprised at how easy it was to talk to her, and how quickly they had opened up to each other. She was a good friend, and a good friend was something Peter sorely needed right now, but every so often he found her looking at him like there might be something more. The moments were brief, but something he couldn’t ignore. It was the way her gaze lingered on him just a little too long, or the way the back of her hand brushed against his while they walked. Every time it happened, Peter would feel his throat go dry and blood rush to his face. Looking at her now, sitting on the counter waiting for his answer, he felt it again. He shook his head and cleared his throat to answer.

“I told him the truth,” Peter shrugged. Felicia’s eyebrows knitted together as she waited for the rest of the story. Peter sighed and thought back to the confrontation he’d had with his best friend earlier that day.

_Peter stood at his locker, gathering his books for the morning. Suddenly, the door slammed shut and he turned to find the outraged face of Ned staring back at him. _

_“Dude, what the hell?” Ned demanded. _

_“Ummm…good morning?” Peter replied._

_“You were supposed to come to Flash’s party last night!” Ned fumed. “I told everyone you were gonna be there and now I look like a total spaz. You’ve flaked on every party this year. What’s going on with you?” Peter felt his anger starting to rise, and he took a deep breath to steady himself._

_“I’m sorry, Ned,” he started. “But I never actually agreed to go to that party. Or any party this year. It’s just not something I’m into.”_

_“But I told people Spider-Man was gonna be there!” Ned protested._

_“Well, maybe you should care more about Peter than Spider-Man,” Peter retorted. He glared at his friend, weeks of resentment and anger finally spilling out. _

_“Oh, come on,” Ned groaned. “It’s like you don’t even want to try and be popular! Peter, you getting unmasked finally gave us a chance to be cool and you just don’t care.”_

_“You’re right, I don’t!” Peter exclaimed. “I don’t care about being cool or popular anymore. We died, dude. It doesn’t matter who’s popular or not anymore.”_

_“Well, it matters to me!” Ned shot back. “And if you were a good friend you’d want to help me.” Peter couldn’t help but scoff._

_“You wanna talk about being a good friend?” Peter asked. “Do you even know that me and MJ broke up?” Ned balked, stunned into silence by Peter’s words. He took a moment to regard his friend before he spoke. _

_“Y-you did?” Ned asked hesitantly. “I’m sorry dude. When?” Peter shook his head and stared back at Ned. _

_“Three weeks ago,” he hissed. He could tell from Ned’s reaction that he really didn’t have any idea. Ned was supposed to be his best friend and he didn’t know a thing about Peter’s life anymore. _

_“I-I’m sorry, Peter,” Ned said shyly._

_“Sorry doesn’t mean much at this point,” Peter spat. “Look, you’re my best friend but ever since school started you’ve cared more about what me being Spider-Man can do for you than what being Spider-Man is doing to me. I’ve been a mess, dude. I’ve been losing it from day one and my best friend has been too busy partying to notice.” He didn’t realize he’d balled up his fists until he felt his fingernails biting into his palms. Relaxing, he looked back at Ned who was staring, open-mouthed, at him._

_“Peter I-“_

_“Save it, man,” he interrupted. “I gotta go.” Peter stormed off, leaving a stunned Ned in his wake._

“Wow,” Felicia breathed as Peter finished his story. He looked down at his shoes, the familiar blush of anxiety wrapping itself around the back of his neck.

“Yeah,” he shrugged. He balled up the empty candy package and threw it into the trash. His eyes found her soft gaze and he smiled slightly.

“I’m sorry, Peter,” she said.

“Thanks,” he mumbled.

“Do you need anything?” Peter smirked and quirked an eyebrow at her.

“More sour gummy worms,” he said, grabbing two more packages.

“You know those aren’t free, right?” she laughed. Peter ignored her, ripping open one of the bags.

“They are if you don’t see me take them,” he answered simply. Felica gasped dramatically and put her hand over her heart.

“Someone call J. Jonah Jameson, I have an exclusive!” she shouted over her shoulder to no one. “Spider-Man has turned to a life of crime. He really is a wall-crawling menace!” The pair fell into peals of laughter as Mr. Delmar emerged from the back. He smiled fondly at them, both doubled over in laughter. He’d gotten used to Peter being around whenever Felicia was working, and seeing the young boy smiling and laughing after all he’d been through warmed his heart. He walked over to where Felicia sat on the counter and wrapped his arm around her shoulder.

“What’s so funny over here?” he asked.

“Nothing,” Peter and Felicia answered together, causing them to burst into another fit of laughter. Shaking his head, Mr. Delmar pulled Felicia closer and pressed a kiss to her temple.

“Why don’t you kids get outta here?’ he suggested. Felicia whipped her head around to look him in the face, eyes bright with anticipation.

“Really? What about the dinner rush? And close out?”

“I can handle one night solo,” he laughed. “I did it for years before you came along. Now go. Go have fun before I change my mind.” Peter had already thrown his books into his backpack by the time Felicia looked at him. She leaned in to kiss Mr. Delmar on the cheek before packing up her own things and sliding off the counter.

“Thanks, Mr. Delmar!” Peter called over his shoulder as they walked out the door.

Once they were outside, Peter took a deep breath of the crisp air. He turned to look at Felicia, who was pulling her long hair back into a ponytail.

“So, what are we gonna do?” she asked him.

“I dunno. I’m kinda hungry.” Felicia’s hands froze in her hair as she stared at Peter.

“I just watched you eat like six packs of gummy worms. What the hell dude?” Peter laughed and shrugged.

“I have a fast metabolism,’ he said. “How’s pizza sound?”

“Ooo I know this great pizza place in Greenwich!” she squealed. “You’ll love it I promise.” Peter was already whining.

“All the way in Greenwich?” he groaned. “Come on there are like a million spots closer!”

“Not that are this good!” Felicia insisted. “And come on if you swing us there it’ll take like two seconds.” As soon as the words left her mouth, Peter’s face fell. Outside of saving people, the only person he’d swung with was MJ. It was something special he’d shared with her, and even though they weren’t together anymore it still felt wrong. The thought of being that close to Felicia made Peter’s palms sweat and his heart race, and he was only half sure it was from anxiety.

“W-well…I mean we…we could I guess…” Peter stammered. Noticing the change in his demeanor, Felicia softened.

“Hey,” she said softly. “I was just kidding, Pete. We take the subway or go someplace closer. Really, it’s fine.”

“No, no I wanna go to your place. It’s just…,” Peter tried. Even though he knew Felicia wouldn’t make him try and explain himself, he wanted to. “The last time I swung with someone…it was MJ. And I just don’t think I can handle someone that….close right now.” He looked down at his shoes, trying to fight the rising anxiety.

“Subway it is then,” she said simply. Peter looked up as she slung her backpack over her shoulders. “Ready?”

“Y-yeah, I’m ready” he smiled. Digging the hat and sunglasses she had bought for him out of his bag, they headed for the subway station. They made small talk until the train arrived, settling into seats near the door. Peter was relieved to see the car wasn’t too full but as the journey went on, more people packed inside. Soon, it was standing room only. Peter inched himself closer and closer to Felicia with each stop, and soon he was barely in his seat at all anymore. It wasn’t until he was practically in her lap that she realized what was happening.

“Pete? You ok?” Peter nodded, fiddling with the strings of his hoodie and trying to concentrate on his breathing. She didn’t press him for an actual answer, but instead starting talking about anything she could think of in an effort to distract him.

“Hey look,” she said after a few more stops. “We only have two stops left and then we can get off. We’re almost there, just hang in there.” The words had barely left her lips when the lights cut out and there were plunged into darkness. Passengers around them groaned in annoyance and began pulling out cell phones to illuminate the car. Felicia pulled out her own and flipped on the flashlight, turning to look at Peter. He was breathing heavily, clutching the edge of the seat so hard he was in danger of breaking it. He recognized the blurring around the edges of his vision and the faint ringing starting in his ears. Felicia saw the signs too and leaned close so only he could hear her.

“Hey, hey, Peter it’s ok,” she whispered. “I’m right here, ok? You’re here with me and you’re safe.” He let go of the seat and fumbled for her hand in the dark. She found him, and he clung to her as tight as he could without hurting her.

“Just breathe,” she said, rubbing her thumb across the back of his hand. “You’re ok. It’s just the regular old shitty MTA failing like it always does. We’ll be moving soon and we can get off and walk the rest of the way. Just stay with me. Focus on me.” Setting her phone in her lap, she used her free hand to cup Peter’s face and force him to look at her. She drew in a big exaggerated breath and squeezed his hand to get him to do the same. After a few shuddering attempts, Peter managed one big breath with her.

“Good,” she praised. “Just like that. Again.” They breathed together until the lights flickered back on several moments later and the train began to move. Sighing in relief, Peter let his head fall back against the seat. He looked at Felicia, who was putting her phone away, and squeezed her hand again.

“Thank you,” he said. She smiled softly at him and went to pull her hand away, but Peter held her tighter. Rather than let go, she laced her fingers with his and leaned back against her own seat.

At the next stop they got off, just as Felicia had promised, and walked the few remaining blocks to the restaurant. Peter kept his hand in hers, letting her presence keep him grounded. As they rounded the corner onto Bleecker Street, he recognized the windows of the Sanctum. He smiled to himself, wondering if Dr. Strange was there and making a mental note to call him soon. Felicia noticed the building too, mostly because it’s architecture stuck out quite clearly, and giggled.

“You know,” she said. “I really appreciate the commitment to aesthetic there, but this whole building just gives off a really strange vibe.” Peter couldn’t help the snort-laugh that escaped at her words.

“What?” she asked. “It does!”

“No, no it does,” Peter laughed, trying to get himself under control. “It’s just, I know the guy who runs that place. His name is Dr. Strange.”

“Oh, that’s a made-up name!” Felicia exclaimed.

“Technically all names are made-up names,” Peter said matter-of-factly. She stopped and stared at him with a small smile on her face.

“Touché, Parker.” He tugged gently on her arm, and the two of them made their way to the pizza shop. Once inside, they sat at a table by the front window and Felicia nodded at the server behind the counter. She held up two fingers, and he nodded back with a smile.

“Another stolen heart?” Peter joked.

“Who? Joey?” she laughed. “Trust me, you’d have a better chance of stealing his heart that I would. He was in a bit of a bind a couple years back and I helped him out.” She smiled at Joey as he set two slices and drinks in front of them.

“Saved my bacon is more like it,” he said, kissing her on the top of the head. “On the house, as always Hardy.” With a wink in Peter’s direction, Joey disappeared back behind the counter.

“H-helped how?” Peter asked, fighting back the blush in his cheeks.

“Helped in a way Spider-Man wouldn’t approve of,” she smirked, throwing another wink at him. Peter picked up his slice and began eating, hoping to distract himself from all the people trying to flirt with him.

As they ate, Peter found himself once again marveling at how easy being with Felicia was. She was one of the few people he knew that still talked to him like a normal person. When she asked him questions, they were about Peter, not Spider-Man. When he talked to her, she listened intently, even when it was something supremely boring or nerdy. She never made him feel bad when he needed to leave places they were at because he was anxious, and she gave him time to recover from panic attacks and didn’t bombard him with questions afterward. Spending time with her was effortless, and some of the only time he felt happy lately.

“Do I have sauce on my face?” Felicia asked, breaking Peter’s trance.

“W-what?”

“You’re staring at me,” she laughed.

“Oh, sorry. I guess I just zoned out.” He picked up his drink and looked out the window, hiding his ever-blushing cheeks behind the glass. Just as he did, Peter saw something that made him stomach drop.

Crossing the street, directly across from the restaurant, was a group of half a dozen people. They looked a bit older than Peter, and they were all wearing matching sweatshirts. On the front, was a picture of Spider-Man, with a big red no sign through it. As they walked past the window, Peter saw that lettering on the back that read “NYC DOESN’T NEED SPIDEY.” He let out a low breath and dropped his chin to his chest. Felicia followed where he had been looking out the window, and saw the group just as the rounded the corner. She sighed, and turned back to Peter who was picking at his napkin.

“Did I ever tell you about the time you saved my life?” she asked casually. Peter’s head snapped up. Felicia looked back at him calmly, like she’d just asked how his pizza was.

“I-I did what?”

“Well, to be fair, it wasn’t just mine,” she clarified, wadding up her napkin and tossing it on her plate. She looked at Peter, making sure she’d successfully distracted him from the group outside, and continued.

“This was a long time ago. Way before the blip and everything. I was on a bus downtown and we got stuck in an intersection. Typical New York traffic, you know? I looked out the window and there was this car coming straight at us going at least 40 with no signs of stopping. A couple people saw it and got the driver to open the door but I was just…completely frozen. All I could do was sit there and think I was about to die.” Her voice cracked and she took a deep breath.

“But then this guy, well I guess this kid, swung in wearing a very clearly homemade suit and caught the car. Just…caught it. Like it was a grounder to first or something.” Felicia wiped a tear from her eye before continuing.

“Peter, you saved dozens of lives that day, including mine, and you didn’t even stick around for a thank you. You just…thwipped off to go and save the next person.”

This time, it was Peter who had to wipe tears from his eyes. He remembered the day she was talking about. He had been 14, only a few weeks into having his powers. When he’d jumped in front of the car he hadn’t even been sure he was strong enough to stop it but he knew that if he didn’t try people would be killed. The video someone had taken that day was what Tony had used to find him. He sniffled loudly and looked up again.

“Why didn’t you tell me?” he asked. She smiled softly.

“I might have been keeping that story in my back pocket.”

“What for?”

“I wanted you to hear it when you needed it,” she said. She held both of her hands out on the table, palms up. Peter hesitated for a second before taking them in his.

“Pete, I know you think people hate you after what happened with Mysterio. And I know you’ve been wondering why you risk your life to save people who hate you.” He opened his mouth to protest but she squeezed his hands gently to stop him. “But, I promise you, the people out there who believe in you and are grateful for you, people like me, far outnumber the rest of them. These people, they judge you based on these brief moments where you have to make harder decisions than they could ever dream of, but that’s not who you are. There is so much more to you behind the mask that they never get to see. The tech and the gadgets and the superhero gig are cool and all, but none of that is what makes you a hero. Underneath all that stuff, you’re still that same kid in a crappy suit who saves busloads of people because it’s the right thing to do. Spider bite or not, you’re a hero Peter.”

As Peter looked at her, tears welling in his eyes, he got a feeling in his chest that he hadn’t felt in a long time. He couldn’t name it, but he knew he’d felt it before; when a sweet old lady bought him a churro after he gave her directions, and when he’d seen Carol taking off through a swarm of aliens with the gauntlet. And he felt it now, looking at Felicia and holding her hands. It was a warmth that spread through him and made him think that despite everything he’d been through, somehow things would turn out alright. He was about to tell her how much her words meant to him, how much _she_ meant to him, when something far more pressing came to his mind.

“Did you just call my old suit crappy?” he asked. Felicia stared at him in disbelief for a moment before dropping his hands.

“I just fed you the most inspirational speech since Independence Day and _that’s_ your takeaway?” she demanded.

“I worked hard on that suit,” Peter grumbled. Felicia leaned forward and put her head in her hands.

“You’re hopeless, Parker,” she laughed. They finished the rest of their food before Peter recalled something else.

“Hey, what’s a thwip?”

“What’s a what now?”

“Earlier you said I thwipped away,” he elaborated. “What’s a thwip?”

“Oh! It’s the noise your web thingies make,” she replied.

“What?” Peter scoffed. “It is not!”

“Prove me wrong, Parker,” she challenged. Peter pushed up his sleeves to reveal his web-shooters and shot a small web at the floor between their feet. As he did, he heard an unmistakable _thwip._

“Well…shit,” he conceded.

“Told ya,” Felicia sang at him. He chuckled and looked up to see her beaming at him. There it was again; that feeling in his chest. When she looked at him the way she was right now, he felt like nothing could tear him down.

“Felicia, I-“

Suddenly, a huge explosion nearby rocked the small restaurant. People began to scream and run in every direction. Peter jumped up, frantically looking out the window for the source of the blast. He reached into his shirt pocket for his sunglasses and shoved them onto his face.

“ERIN, what’s going on?” he asked the AI.

“Source of the blast is near Washington Square Park,” a cool voice responded. “EMT and NYPD already en route.” Peter looked back at Felicia, who was still sitting in her chair staring out the window, mouth open in shock. He crouched down next to her and placed a hand on her cheek, gently forcing her to look at him.

“Felicia? Felicia, hey look at me,” he instructed. “Stay inside, ok? Stay off the street unless they call to evacuate. I have to go.” He moved to leave, but Felicia reached out and gripped tightly to his arm.

“Just…be safe ok?” Her eyes bored into his, wide and pleading. Feeling a particularly large burst of confidence, Peter leaned in and placed a soft kiss to her cheek.

“I’m coming back,” he assured her. Slowly she nodded and let go of his arm, watching as he raced out the door.


	8. Chapter 8

**Summary for the Chapter:**

> Peter searches for the source of the explosion and comes face-to-face with an old foe.

**Notes for the Chapter:**

> Warnings for this chapter: physical violence, explosions, minor mentions of blood

Peter landed at the entrance of Washington Square Park as throngs of people were rushing out. The archway that stood at the front of the park was smoking and pieces were falling off.

“ERIN, notify first responders of structural damage to the archway. It looks like that’s where the explosion came from. Scan the area for me.” He did his best to stay calm and direct the AI to get people to safety.

“No other explosive devices found, but there is a civilian trapped underneath the debris 200 feet to your right,” ERIN advised. Peter rushed forward to the pile of rubble and found a man struggling to get free.

“H-help me. Please!” he pleaded.

“I gotcha, buddy. I gotcha.” Crouching low, Peter took hold of the broken piece of marble pinning him down and tossed it aside. He helped the man up and dusted him off.

“You ok?” Peter asked.

“Y-yeah, I think so,” the man replied. “Thanks.” He looked at Peter with guilt-ridden eyes before glancing down at his sweater. It took a moment before Peter realized he was one of the group he’d seen passing by the restaurant in anti-Spidey sweaters.

“Look,” he started. “I’m really sorry about-“ Peter waved him off before he could finish.

“Don’t worry about it,” he said. “Just get somewhere safe.” With a half-smile, he turned and ran off to find shelter. Peter turned back to the archway, still crumbling and smoldering before him.

“ERIN, how’re we looking?”

“No signs of any other explosive devices,” she chimed.

“Let’s find out where that one came from then,” he said. He took aim to swing himself up and inspect the blast when suddenly the hairs on his arms and neck stood on end. Time seemed to slow and every nerve ending in his body screamed that danger was coming. Diving quickly to his left, Peter only just missed being crushed by a huge green object. He launched himself off the ground and stuck to the side of a lamppost nearby. Once he was upright, his eyes fell on his assailant.

Standing among the ruin of the blast, was a man. At least, Peter thought it was a man. The suit he was looking at was probably the most technologically advanced thing he’d ever seen. Sunlight glinted off the acid green plates of the armor. Peter realized what had nearly hit him a moment ago was a tail, almost as long as the suit was tall. The entire thing was designed in a way that resembled a humanoid scorpion, down to the wicked-looking stinger at the end of the tail. Behind the yellow visor of the helmet, he could make out a face sneering at him.

“You’ve gotten faster, little spider,” the man inside the suit called out.

“Do we know each other?” Peter asked. “I know I’m not great with faces but I feel like the giant scorpion suit would have made an impression.” The Scorpion laughed and slowly removed his helmet.

Peter took a moment to regard the man behind the mask, feeling a slight pang of recognition. His face was heavily scarred on the right side, and he had a large scorpion tattooed on his neck.

“ERIN?” Peter murmured.

“Mac Gargan,” she replied, pulling up his criminal file on the display in Peter’s mask. “Recently escaped from Rikers Island where he was imprisoned after the Staten Island Ferry incident.” Peter swallowed thickly as the memory came back. The arms deal with Adrian Toomes on the ferry was forever etched in his mind. Tony had saved him, not to mention the ferry load of people that Peter couldn’t, and Gargan had been one of the bad guys to get himself locked up afterward. He’d gone underground after the prison escape, and Peter had assumed he left town.

“So, what’s this about Gargan?” Peter asked, taking a breath to steady himself. “You’re mad I busted you so you broke out to get revenge?”

“Aww, you do remember me. How sweet,” Gargan chuckled. “And yeah. As simple as it sounds, that’s exactly what this is about. You put me away, so now I put you in the ground.”

“I gotta admit, the simple motive is kind of refreshing,” Peter quipped, flipping himself to the top of the light post.

“Anyone ever tell you that you talk too much?” Gargan asked. Peter sighed and shook his head.

“Yeah, all the time” he admitted. “You know this doesn’t end with you winning, right? It ends back at Rikers.” Gargan smirked and replaced his mask.

“We’ll see,” he said.

“I didn’t think it would be that easy,” Peter groaned, leaping off the light just as the Scorpion’s tail shattered the post he was just perched on. He landed in a crouch on the ground and shot a web back at the tail, sticking it to the pavement. With a grunt, Gargan ripped it free and swung it back at him. Peter ran forward and slid under the tail, clearing it by a fraction of an inch. He launched himself up and aimed a punch for Gargan, but the Scorpion caught him in midair.

“You’ve got moves kid. I’ll give you that,” Gargan laughed. He threw Peter with surprising force toward the archway. At the last second, Peter managed to get his bearings and shoot a web at the arch, swinging himself to safety.

“ERIN,” he called out, perching himself on top of the crumbling structure. “Analyze that suit and find me a weak spot.”

“Here, Spidey, Spidey, Spidey.” Peter looked down and saw Gargan scaling the arch. He took a deep breath and jumped off, carefully aiming as he fell through the air.

“ERIN, web grenade!” He shot the grenade and hit Gargan in the back, watching as it exploded webbing around him and attaching to the side of the arch. Pete quickly shot two more and waited, hoping it would be enough to keep him in place.

“I thought we tried this move already,” Gargan mocked, tearing himself from the webbing. He clamored down and Peter took the chance to web a broken slab of marble and swing it around, hurling it at him. Gargan saw it just in time and smashed it to pieces in just one punch.

Sirens began to blare around them as the police and paramedics arrived. Peter gulped heavily as the fleet of cars and ambulances descended. Police arriving meant guns, and if Gargan got nervous more people could get hurt. He had to lead him to somewhere less crowded.

“Ok, Gargan. You want me? Come and get me!” Peter turned and jumped, swinging away from the park. He didn’t need to look back and make sure he was being followed; the sound of crunching pavement told him he had taken the bait. Swinging faster, Peter called up his AI again.

“ERIN, what do you have for me on that suit?”

“It seems to have been linked to his central nervous system, amplifying his strength, agility, and reflexes,” ERIN replied. “It’s constructed of a titanium alloy, not unlike the Iron Man armor that is nearly impenetrable.”

“Keep checking,” he said. “There has to be some way to-“ Peter couldn’t finish as he was suddenly knocked out of the air and into the sidewalk. Groaning, he got to his feet, only to be hit again by a detached car door. He pushed the door off of him and rolled away, just in time to see the Scorpion’s tail dig into the spot on the sidewalk he’d just been occupying. Peter jumped up and spun around to face Gargan again.

“Should’ve known you’d run,” Gargan taunted. “Without Iron Man here to save you you’re just a scared little boy in your pajamas.” Rage flared in Peter and he clenched his fists.

“ERIN, give me something I can use,” he hissed through gritted teeth. Webbing the car door he’d just tossed aside, Peter swung it high over his head and slammed it down on the Scorpion. He buckled under the impact and lashed out with his tail, narrowly missing Peter and embedding it in the wall behind him. Peter could hear people screaming around him as they ran to avoid getting caught in the crossfire.

“Peter,” ERIN chimed. “The alloy the armor is made of is susceptible to electric current. A hit from your taser webs should incapacitate the circuits long enough for you to get close and take him out.” Peter squared up and faced the Scorpion.

“Last chance, Gargan,” he yelled. “Stand down or I’ll take you down.” Gargan merely laughed and swung his tail again. Peter dodged it easily, but Gargan caught him by the throat and threw him across the street. He landed with a thud and Gargan was on him in an instant, pressing his foot into Peter’s chest and pinning him to the ground. Gargan leaned in and chuckled darkly as Peter struggled beneath him. He pressed his heel down harder, causing Peter to cry out roll his head. When he did, he caught sight of the pizza place he had been in not 15 minutes ago. He watched the crowd rushing out and suddenly locked eyes with Felicia. Her hair had fallen down around her face and was sticking to her forehead. When she saw Peter, she blanched and started toward him. Peter frantically waved her off.

“Run! Get out of here!” he shouted. Felicia hesitantly nodded and turned to run with the crowd, but not before Gargan spotted her.

“Well look at that,” he purred menacingly. “The spider sees a fly.” He lifted his foot and slammed it down on Peter’s sternum. Something snapped and Peter felt the air forced from his lungs. Gasping, he watched as Gargan took off after Felicia.

“N-no!” he screamed, forcing himself to his feet. He shot a web and began to swing after them. Felicia was running as fast as she could, trying to make her way through the crowd. Gargan was gaining quickly, knocking people out of his path as he went. Peter forced himself to go faster, desperate to catch up.

“ERIN, get the taser webs ready. 25% voltage capacity,” he instructed. Felicia was still running, vaulting over an overturned trash can on the sidewalk. Gargan had nearly caught up to her and had his tail poised to strike. Pushing himself as hard as he could, Peter took aim. Just as the Scorpion lashed out, he shot his web and connected with the base of his tail. Electricity surged and the suit seized up, taking Gargan to the ground. Peter quickly switched to his web grenades and shot four in rapid succession, pinning Gargan to the sidewalk. He stood over the Scorpion, breathing heavily.

“It’s over, Mac,” Peter wheezed. Gargan struggled against the webbing, a smirk still painted on his face.

“You sure about that?” he asked. “Cuz it seems to me we’re just getting started. You might want to check on your girlfriend over there.” Peter whipped around and saw Felicia picking herself up off the ground. Without thinking, he ran to her.

“Hey,” he said softly, helping her up. “Take it easy. Are you ok?” She nodded and dusted herself off. Her eyes drifted up past Peter’s shoulder and widened in fear.

“Peter!” she screamed, pointing. A ripping sound behind him made him turn. Gargan was free, shrugging off the webbing as his suit still twitched from the electricity.

“We’re not done yet, Spider,” he seethed. “I’ll be back to finish this!” With a snarl, he grabbed a nearby woman and threw her at Peter. He caught her quickly and set her on her feet before turning around. Scorpion was gone.

Peter made his way back to Felicia who was still standing in the same spot, a blank look on her face.

“Are you ok?” he asked again. She nodded slowly, her eyes staring ahead unfocused.

“Y-yeah, I think so,” she muttered. She bent down to pick up her bag and Peter saw blood on the back of her shirt. Tugging off his mask, he moved closer to inspect the cut.

“You’re bleeding,” he said. That seemed to shake her out of her shock and she turned to look over her shoulder.

“It’s nothing,” she said, shrugging on her bag. “I’ll be fine.”

“Did he do that?” Peter asked.

“Maybe?” Felicia said. “I don’t know. There was a lot going on.” Police cars started to arrive and Felicia looked around nervously.

“We should get you checked out,” Peter suggested. “You might need stitches.” He looked behind him and spotted an ambulance nearby. He took a step toward it but Felicia caught him by the arm and stopped him.

“Peter, I’m fine,” she insisted. “It’s just a scratch. I just want to go home, take a shower and lay down. You should stay here and help the people who need you.” With a small smile, she turned to go. Peter quickly reached out and grabbed her hand.

“Wait,” he said. Her eyes found his and he felt his stomach flip. Sweat dotted her brow and she was pale and breathing heavy. The realization that he nearly lost her a moment ago set in, and the last thing he wanted to do right now was let her walk away.

“I-I’ll walk you home,” he said softly. “You shouldn’t go alone and the police and everyone can handle things here.” She rolled her eyes fondly and crossed her arms.

“Alright, superhero,” she conceded. “But you have to change first.”

A few minutes later, Peter was back in street clothes and the pair were walking up Bleeker Street. It was as opposite from their trip down the street as it could be; neither of them spoke and Peter kept his hands firmly in his pockets. Felicia coughed softly a few times before breaking the silence.

“Who’s Erin?” she asked abruptly. Peter furrowed his brow and looked at her.

“Who?” he asked. Felicia coughed again and elaborated.

“When you put on your glasses you were talking to someone named Erin. Is she like a sidekick or something?”

“Oh!” Peter chuckled slightly and pulled out the glasses Tony had given him. “So…um…when Mr. Stark designed my first suit he built in this AI to help me out, only she didn’t have a name so I kept calling her suit lady. And I felt bad about it so I just named her Karen.” He felt his face turn red as he explained.

“Why Karen?” Felicia asked.

“I honestly don’t know. It just sounded good,” Peter said bluntly. “So, when Mr. Stark…he um…he left me these glasses with their own super advanced AI called EDITH.”

“These names are unreal,” Felicia joked, coughing hard again. Peter placed a hand on her uninjured shoulder, but she waved him off and motioned for him to continue as she regained her breath.

“So..um…EDITH is an acronym. It stands for Even Dead I’m The Hero.” Felicia snorted and shook her head.

“That is the most Tony Stark thing I’ve ever heard,” she mumbled. “But neither of those are Erin.”

“Right, so after I got back from London I decided I would integrate both systems so they could work together with my suit and the glasses as one big AI. And I call her ERIN.” Felicia looked at him and arched a brow.

“Please tell me Erin isn’t another acronym.” When Peter didn’t respond she groaned. “Oh wow, it is. Ok, now you have to tell me.” Peter sighed and looked at his feet.

“Extremely Reliable Intelligence Network,” he said. Felicia stopped in her tracks and Peter groaned and rolled his eyes. “Okay I know it’s not great but it’s not that-“ He turned to plead his case and stopped when he saw Felicia. The color had drained from her face completely and sweat dripped off her forehead. She was staring ahead with unfocused eyes and she swayed slightly where she stood. Peter felt his hair stand on end once again. Something was wrong.

“Peter,” Felicia said, slowly looking up at him. “I think it might have been more than a scratch.” Fear clutched at Peter as he watched her eyes roll back in her head and her legs give out. He dove forward and caught her just before she hit the ground.


	9. Chapter 9

**Summary for the Chapter:**

> The aftermath of Scorpion's attack

**Notes for the Chapter:**

> Warnings for injections, blood and death in this chapter.
> 
> Also...I'm sorry about this one. It hurt me too.

Dr. Stillwell was working silently at his desk when the doors ripped open and Gargan stormed in. He pulled the helmet from his head with a growl and hurled it across the room. The armed men positioned around the room backed away slowly as Gargan flipped a table and rounded on Stillwell.

“I thought I was very clear about what I wanted here, Doc,” Gargan hissed. “This suit was supposed to kill the spider.” Stillwell backed away until he hit the computer desk behind him.

“I-it does,” he stammered. “I mean it will. It can.”

“Well, then why the hell didn’t it?” Gargan screamed. “He still beat me!”

“W-well the suit can only account for so much,” Stillwell tried to explain. “It’s strong enough to kill him but the wearer has to do the rest of the work.” Gargan launched forward and grabbed Stillwell by the throat. He lifted the doctor off his feet so they were face-to-face and raised the venom-tipped tail to the doctor’s eye.

“Are you trying to say I’m a failure, Doc?” Gargan seethed. Stillwell grasped at the hand on his throat and struggled to breathe.

“N-no. No!” Stillwell gasped. “He must have some type of new tech I didn’t know about. I-If you just let me analyze the fight I can adjust-“ Stillwell’s breath gave out and he clawed helplessly at the metal hand gripping his throat. Gargan stared at him for a moment before releasing his grip. Gasping for air, Stillwell tumbled to the floor. Gargan retrieved his helmet and slammed it on the doctor’s work station.

“Get to work,” Gargan instructed. “I need to hit the spider while he’s still distracted.” Stillwell dragged himself off the floor rubbing his throat, and set to work downloading the fight data from the Scorpion helmet.

“D-distracted?” he asked. Gargan chuckled darkly and turned to the doctor.

“His girlfriend got a little taste of your poison,” he said. “I would imagine she’s feeling the full effects right about now.” Stillwell’s hands faltered for a second. He recovered before the Scorpion noticed and went back to work on the helmet, but slid his tablet into his lap and typed under the desk, out of view of his captor.

“I thought Spider-Man was your target,” he said confused. Gargan smiled wickedly and began to work himself out of his suit.

“He was,” Gargan said, an evil glint in his eye. “But when presented with new opportunities, sometimes you have to improvise.” He laughed again, and it grew louder and more maniacal as Dr. Stillwell kept up his work on both fronts.

~

“Felicia? Felicia!” Peter shouted. “Come on, Felicia. Talk to me. Open your eyes.” He shook her gently and frantically tried to get his senses under control. Things were getting blurry and the ringing was starting in his ears. He could feel the heat from the fever raging in Felicia through his clothes. Sweat was dripping from her and she was growing paler by the minute. Peter dug in his pocket for his phone when something flashed out of the corner of his eye. Looking up, he saw the sunlight reflecting off the window of the sanctum.

“Dr. Strange,” he mumbled. He gathered Felicia in his arms and ran up the steps of the building, kicking fiercely at the door.

“Dr. Strange! Dr. Strange, are you here?” Peter called out desperately. “It’s Peter Parker. Please, I need your help!” He kicked at the door so hard he thought it would break when it finally swung open and he found himself staring at Steven Strange.

“Kid, what the hell-“ the doctor began. He stopped when he saw Felicia unconscious in Peter’s arms.

“Please. Help her,” Peter begged. Steven looked between them for a moment before opening the door and stepping aside.

“Get in,” he said. Peter rushed inside and followed the doctor up the stairs.

“Wong! Get in here!” Strange yelled. He led Peter into a room with towering bookshelves along every wall and a long table in the center. With a wave of his hand, Steven magicked everything off the table and Peter laid Felicia down, whispering in her ear as he did.

“I’ve got you. Just breathe, ok? I’ve got you.”

He looked up as a man he assumed to be Wong walked in with a black medical bag.

“What happened?” Strange asked, waving his hand and summoning books from different corners of the room.

“There was an attack,” Peter answered. “Some guy in a mech suit. He scratched her and then a few minutes later she passed out.”

“Where?”

“Um…near Washington Square Park?” Peter said confused. The doctor pinched the bridge of his nose as Wong began pulling things out of the bag.

“Where did he hit her?” Strange clarified.

“Oh. O-on the shoulder.” Wong stepped in front of Peter and helped Dr. Strange roll Felicia on her side. The wound on her shoulder was bleeding more heavily than Peter realized. He looked down for the first time and realized his shirt was soaked in blood. Bile rose in his throat and terror filled him as the other men laid her back down. Strange shone a bright light in her eyes and she moaned softly.

“P-Peter?” she mumbled. Peter rushed forward and clutched her hand in his.

“I’m here,” he said softly. “I’m right here.”

“W-What happened?” she asked, looking around and struggling to focus. “Where are we?”

“Somewhere safe,” Peter assured her. “Don’t worry. You’re gonna be okay.” She opened her mouth to respond when her body suddenly started to convulse. Peter’s eyes went wide and his body froze. All of his senses were screaming at him to help her, but he didn’t know what to do. He looked up at Dr. Strange who was frantically flipping through a book.

“How long ago did this happen?” Strange asked. Peter struggled to focus, knowing he needed to think clearly to help.

“I-I dunno. Maybe ten minutes?” he said. Felicia moaned again and squeezed Peter’s hand.

“Please, Peter. Make it stop,” she begged. He leaned in close and brushed her hair back from her sweat-soaked forehead.

“Shhh, I know it hurts. But Dr. Strange can help. Just stay awake for me, okay?” Peter looked up at the doctor with desperation in his eyes. “Please, help her.” Strange kept his eyes down, flipping through the pages of his book.

“Hang on kid,” he said. “She’s been hit with some kind of neurotoxin. I’ve never seen anything like it.”

“I don’t care what it is! Just help her!” Peter yelled harshly.

“It’s not that easy. If I give her the wrong drugs I’ll only kill her faster.”

“She is _not_ gonna die!” Peter screamed, slamming his fist down on the table. Strange and Wong looked up, and Peter drew in a shuddering breath. He lifted his fist and saw the dent he’d left.

“That’s the goal. But you have to let me work.” Peter nodded and turned back to Felicia, who was writhing in pain. He whispered whatever comforts he could think of in her ear, begging her to stay awake. Her eyes rolled back and she started to cough harshly. Peter rolled her to the side and watched in horror as blood started to trickle from her lips.

“Dr. Strange…,” Peter said. Strange moved back and pulled up Felicia’s sleeve.

“I’ve never seen a toxin work this fast,” he murmured.

“W-What do we do?” Peter asked desperately.

“Peter,” Felicia whimpered. He grabbed her hand again and leaned in close.

“I’m here,” he said.

“Peter,” she said again. “Peter, listen to me. This isn’t your fault.” Shaking his head, he brought a hand up to cup her cheek.

“No. No, you don’t talk like that,” he said. “Dr. Strange is gonna fix you up and you’re gonna be just fine, okay? You just have to be strong for me. Just hang on, Felicia.” His eyes bored pleadingly into hers as he brushed his thumb across her cheek. Her skin was like fire beneath his touch and she groaned in pain.

“I can’t, Peter,” she sobbed. He started to protest but she shook her head. “No, I need you to hear this.” She grasped weakly at the hand that held her face. Peter didn’t realize he had finally started crying until he saw his tears hitting her face. He sniffled and nodded. Felicia pried her eyes open enough to be able to look into his.

“This isn’t your fault and I don’t blame you,” she said as strongly as she could. Sobs ripped through Peter at her words and he kissed her knuckles softly.

“I’m so sorry, Felicia,” he cried. “I-I should have been faster. I should have gotten you out before I left I-“ His words faltered as guilt overtook him. He was losing her. He was losing someone he cared about again and it was his fault. Mysterio’s words rang through his head as he stared down at her.

_If you were good enough…_

“No, Peter. No,” she protested. “You did everything right. I don’t want you to blame yourself.” Her eyes fluttered closed again and the doctor stepped forward again to inject her with something. She hissed slightly at the pinch of the needle.

“What is that?” Peter asked.

“Corticosteroids and epinephrine,” Strange responded, tossing the syringe into a box.

“Will it help?”

“I hope so,” Strange said flatly. Peter turned back to Felicia who looked like she was slipping further and further away every second.

“You hear that?” he asked her softly. “He gave you something that will help. Just hang on.” She blinked rapidly up at him, clinging desperately to consciousness.

“D-Don’t give up,” she whispered. “The world needs you, Peter.” He sighed softly and shook his head.

“I know, I know. The next Iron Man,” he said. “But I need you so just-“

“Not Iron Man,” she said. “The world needs Peter Parker.” She reached up for him and he leaned in close, pressing his forehead to hers and closing his eyes.

“Never let anyone tell you that being Peter isn’t enough,” she whispered. “You’re a hero, Peter. Go out there and be a hero. For me.” Felicia leaned up slightly and brushed her lips against his. Before Peter had the time to process and kiss her back, her hand fell from his face. His eyes snapped open and he found hers closed.

“No, no, no, Felicia.” He shook her gently and sobbed, but she didn’t move. “Please. Please, sweetheart, come back.” Even as he begged her to wake up, deep down Peter knew she wouldn’t. The second her hand fell, his senses had stop warning him of danger. He knew she was gone, and his heart felt like it was being crushed. It was like losing Tony all over again, only this time it was worse. This time, it was his fault. Tony had made his own choice and sacrificed himself. Felicia was just more collateral damage in a war Peter had started when he first donned the suit. A strangled cry left him as the pressure on his heart grew, and he felt it shatter. Peter placed a gentle kiss to her forehead before he buried his face in her hair and sobbed. 


	10. Chapter 10

**Summary for the Chapter:**

> Peter clings to a last ditch effort to save his friend.

**Notes for the Chapter:**

> Holy crap it's updating! I just want to say a HUGE thank you to everyone who's been waiting for an update to this story. I know i left you with a HUGE cliffhanger all the way back in December, but we're back and we out here and there will be weekly updates from now until the story is done!

Peter wasn’t sure how long he sat there crying. For all he knew time could have stopped altogether while he held onto Felicia and sobbed. His heart lay shattered at his feet, so what did it matter? What difference did it make if he walked back out the door or if he stayed here, crying over Felicia’s body until he joined her?

Strange and Wong stayed on the edge of the room, allowing Peter his grief. After some time had passed, Stephen stepped forward and gently placed his hand on Peter’s shoulder.

“I’m sorry, kid,” he said solemnly. “There was nothing we could do.” Peter finally raised his head and looked up at the doctor. Tears still blurred his vision as he tried to process his words. Before he could, however, his eyes were drawn to the shelves along the walls. Peter hadn’t given the room much attention when they walked in, but now it was all he could focus on. Books and glass vials lined every shelf, as well as other strange artifacts he couldn’t recognize. He looked back down at Felicia and wiped his face angrily.

“No,” he said sharply. Dr. Strange and Wong looked at each other then back at Peter.

“No…?” Strange asked. Peter sniffled hard and shook his head.

“I’m not losing her,” he said. “Not like this.”

“Peter,” Stephen said softly. “She’s already gone…” Peter shook his head harder and glared at the men in front of him.

“She doesn’t have to be,” he said hurriedly. “You can save her. You’re a wizard.”

“Master of the mystic arts-“ Wong started under his breath.

“I don’t care!” Peter screamed, cutting him off. “You have magic. You can save her!” Tears were streaming down his face again but he made no effort to stop them. This was a Hail Mary and he knew it, but he had to try.

“It doesn’t work that way, kid,” Strange started to explain. “Magic has limits. And consequences.”

“Yeah, well I don’t really give a shit,” Peter said with a dark chuckle. Strange blinked and looked back at Peter, wide-eyed in shock at his out of character outburst. Realizing too late how aggressive he was being, Peter took a deep breath and softened.

“Please, Dr. Strange,” Peter begged. “I can’t lose anyone else.”

Strange was quiet as he looked down at the broken boy before him. He leaned down slowly and plucked a hair from Felicia’s head. Peter tried to say something, but the doctor just held up a hand. Strange held the hair taught between his hands and Peter watched as it started to glow bright orange. Stephen’s eyes ran back and forth along the hair, almost as if he was searching for something.

“Stephen,” Wong said, a warning tinting his tone. The doctor blinked and the hair stopped glowing. He dropped it and brushed his hands together.

“Wong,” he said, grabbing a set of vials off the shelf behind him. “I need you to go to Kamar-Taj and bring me the Necronomicon.”

“Stephen,” Wong gasped, grabbing his friend by the shoulder. “You know those spells are forbidden. Even for the Sorcerer Supreme.”

“Just get the book,” Strange snapped. They shared a look that seemed to speak volumes in silence, and Wong nodded curtly. He turned from the doctor and opened a portal, stepping through just before it closed. Once he was gone, Strange turned back to Peter who still hadn’t moved.

“I can’t promise this will work,” he cautioned. “But we’ll try.”

“Thank you,” Peter mumbled, turning back to Felicia and kissing her forehead as he brushed his thumb across her cheek. He went to move her hair back when he noticed something. She had a chain tucked into her shirt that he had never noticed before. He tugged at it gently until the small black cat pendant at the end came into view. Peter held it between his fingers, trying to figure out why it looked so familiar. The faint orange glow of a portal alerted him to Wong’s return when it finally clicked.

_Do you want it?_

_Not for $40._

It was the same necklace she had seen in the store when they bought their souvenir t-shirts. Peter shook his head, not wanting to think more about it, and he looked up to see Wong holding the oddest-looking book he had ever seen.

“What the hell is that?” Peter exclaimed.

“The Necronomicon,” Wong replied, handing the book to Strange. “An ancient book bound in flesh and inked in blood. It contains the oldest and most dangerous spells, including those for resurrection.” Peter’s eyes grew wider with every word Wong spoke.

“Bound in what and inked in _what?_” Both men ignored him and started gathering ingredients.

“Are you sure about this?” Wong whispered.

“Not really,” Strange replied. “But it has to be done.” Peter watched them work, his hand still resting in Felicia’s hair.

“Have you ever done this before?” he asked nervously.

“No,” Stephen replied, not turning around. “The last known attempt was in the early 1800s but it didn’t go well. The subject came back as a monster. Book sold pretty well though.” Peter furrowed his brow before realization and horror washed over him.

“Are…are you talking about Frankenstein?” he yelped.

“Technically we’re talking about the monster,” Wong retorted, filling a mortar and pestle with various herbs and oils and crushing them.

“The point is,” Strange cut in, turning to look at Peter. “I can’t guarantee what we’re going to bring back.”

“No, you don’t know her,” Peter said, shaking his head again. “She’s strong. She’ll come back.” Stephen shot a look back at Wong and nodded toward the door. He flipped through the Necronomicon as Wong shut the door and dimmed the lights.

“You need to let her go,” the doctor said, not looking up from the book. Peter’s head snapped up and he clutched Felicia tighter.

“W-what?”

“Nobody can be touching her or the spell won’t work,” Strange explained. “You need to let her go.” Nodding slowly, Peter took one more look at Felicia. Her face was still soaked with tears, both hers and his, and her lips were starting to turn blue around the edges. Peter leaned down and kissed her forehead softly.

“Come back to me,” he whispered, unsure if he was praying or begging. Hearing Strange clear his throat, Peter reluctantly let go and backed up against the wall.

Strange and Wong stepped forward and immediately began to work. Wong held up the mortar for Strange who took a small brush and painted intricate symbols onto Felicia’s forehead, collarbones, and arms. Peter watched in awe, chewing his lip nervously as the men moved back. Strange picked up the Necronomicon and took a deep breath.

Peter didn’t recognize the language the spell was written in, but as soon as the men started reciting it the air in the room shifted. Orange rings, much like the ones the sorcerers used to create portals, started to draw themselves around Felicia’s waist. Once they were complete, they slowly started to move; one toward her head and one toward her feet. The magicians continued chanting their spell as the bookshelves around the room started to shake, gently at first, then more violently.

“Is this supposed to happen?” Peter asked, but neither man answered him. They kept chanting, and the room kept shaking, as the orange rings reached the ends of Felicia’s body. Vials crashed off the shelves and books toppled to the floor as Strange and Wong continued, louder. A strong wind started from the center of the room, blowing loose papers through the air. Peter’s jaw dropped as he stared at Felicia. Her hair was billowing around her face in the wind, and it was slowly turning bone-white from the root down.

Strange and Wong were shouting now, trying to be heard over the roar of the wind in the small room. Everything was shaking aggressively and Peter’s senses were going wild.

“Dr. Strange!” he screamed, terror pulsing through him. Suddenly. Everything stopped. The wind died, the orange rings vanished, and the men fell silent. The air in the room stood still, almost like it was too afraid to move, as the three of them stared at the girl lying on the table. With every second that passed Peter felt defeat seeping into his bones. Then…

_GASP_

Felicia’s eyes snapped open and she sucked in a gaping breath. Her chest began to heave as she gulped in huge lungfuls of air. Peter stared slack-jawed in disbelief as she started to look around. He took a small, hesitant step forward.

“Felicia?” he asked softly. Stephen watched, awestruck, as Peter slowly walked forward and placed a hand on her arm. The instant his fingers connected, Felicia reacted. She pulled his hand off and flipped herself over in one fluid motion, landing in a crouch on the table. Her hair, now completely white, fell around her face as Peter stumbled backward in shock. He’d seen Felicia’s move before, jumping the counter at Delmar’s or sliding down a railing in the park, but this was different. Something about the way she moved was almost superhuman.

“Felicia, it’s me. It’s Peter,” he tried, holding his hands up. She was still panting and her eyes were daring around the room. Peter could hear her heart hammering in her chest and see her nostrils flaring.

“Dr. Strange, what’s wrong?” he asked, finally tearing his eyes away from her to look at the doctor.

“She just came back from the dead, kid,” Strange answered. “Give her a minute.” Felicia turned her head slightly and finally looked at Peter. A flash of recognition lit up her face as she looked into his eyes.

“Peter?” she asked, voice barely above a whisper.

“Yeah. Yeah, it’s me,” he said softly. “It’s Peter.” He stepped toward her again, and as he did an ambulance rounded the corner outside. Peter focused all his attention on blocking out the sound as it zipped by the Sanctum, but when it did Felicia clapped her hands over her ears and cried out.

“Too loud! Too loud!” she shouted, shaking her head. Peter rushed forward and grabbed her shoulders gently.

“It’s okay, I’ve got you,” he said softly as she started to rock back and forth. “Breathe, okay? I’ve got you.” Wong appeared over his shoulder, a mixture of fear and astonishment on his face.

“Let’s move her somewhere more comfortable,” he said, taking hold of her arm.

Peter watched what happened next almost like it was happening in slow motion. As Wong’s hand wrapped around Felicia’s upper arm, her eyes widened. In one move, she wrenched her arm from his grip and struck him in the chest with a flat palm. The force of her hit sent Wong flying across the room and crashing through the door. He tumbled to the ground in the hallway outside, groaning softly. Strange and Peter both looked back at Felicia whose arm was still outstretched. She pulled it back and looked down at her shaking hands in horror. She turned to Peter with wide, tear-filled eyes for a fraction of a second before jumping down from the table and bolting out of the room.

“Felicia, wait!” Peter cried, taking off after her. He ran out the door and saw her rounding the corner at the bottom of the stairs. _When did she get so fast?_ he thought, jumping down the staircase. The door flew open and he charged at it, stumbling out into the bright sunlight. He looked around the street, but Felicia was nowhere in sight.

“Felicia!” he screamed into the air as Strange walked up beside him.

“That was not what I expected,” the doctor said. Peter’s eyes were still scanning the street, desperate to catch a glimpse of her in the crowd.

“Did we…is she wrong?” he asked softly, feeling his heart start to break again. “Was this a mistake?”

“I don’t know,” Strange admitted with a sigh. “I told you, nobody’s done this before. You need to find her. She could be dangerous.”

“Okay,” Peter said, wiping his eyes. “Yeah…okay.” Wong joined them, holding Felicia’s bag and rubbing the back of his neck.

“She left this,” Wong said flatly, handing the bag to Peter.

“Thanks,” he said, taking it and opening it up. “Maybe I can figure out where she went.” He pushed aside her planner and found four wallets inside. Furrowing his brow, he pulled one out and opened it up. Shock ran through him when he recognized the photo on the driver’s license. It was Mike, the guy who had thrown the milkshake in his face outside Delmar’s. Peter’s head swam as he tried to make sense of what he was seeing. Why did Felicia have Milkshake Mike’s wallet? Who did the other three belong to? He found himself suddenly remembering Mike’s taunt.

_You steal that too, Hardy? _

Before Peter could give it much more thought, Dr. Strange spoke.

“Everything okay, kid?” he asked. Peter put the wallet back and closed the bag.

“Y-yeah,” he said, clearing his throat. “I’m fine. Thank you. Both of you. And don’t worry. I’ll find her.” With a nod of his head and a tight-lipped smile, Peter turned and headed for home.


	11. Chapter 11

**Summary for the Chapter:**

> Felicia finds out that being resurrected came with some side-effects, and Peter reaches out to an old friend for help.

**Notes for the Chapter:**

> Warnings for this chapter: violence and Felicia being a badass

Pounding head. Pounding heart. Pounding feet.

Felicia ran as hard and as fast as she could, not paying attention to where she was going. In what seemed like no time at all, she skidded to a stop on the roof of her apartment building. The sun was dropping behind the horizon as she took in her surroundings. How did she get here? Why was she on the roof instead of the street?

The pounding in her head intensified with every passing second and she covered her ears and dropped into a crouch, trying to will it all away. Even with her ears covered tightly, Felicia felt like she could hear everything. Bikes rolled over cracks in the sidewalk below her, making thuds that rang through her ears. Mr. Delmar was taking an order from a regular, pastrami on rye, a block away and she could make out every word. She could even smell the meat as he opened the case.

“No,” she mumbled, shaking her head. This wasn’t possible. Something happened to her. She couldn’t remember what, but all this had to be a side effect. Gritting her teeth, Felicia strained to remember the events that lead her to where she was. She could remember being on the subway with Peter and going with him to get pizza. Then something happened. A bomb maybe? Her head was throbbing as she tried to recall. She knew she got hurt, and she could remember the fear covering Peter’s face when he realized it.

After that, everything became a blur. She finally opened her eyes again and looked around. Even in the failing sunlight, Felicia found herself able to see everything around her perfectly clear. In fact, things somehow seemed sharper and in brighter color than they ever had been before. Buildings were more defined, and when she looked into the building across the street she could see every detail of the faces she saw in the windows. She ran her hands through her hair, attempting to ground herself, and gasped when she caught sight of it slipping through her fingers.

“What the hell?” she breathed, pulling her hair in front of her face. Felicia knew she was a brunette. She had always been a brunette. Somehow, in the time since the attack, something had happened to turn her hair bone-white.

“Oh, this is just great,” she muttered to herself as she dropped her hands. Standing finally, she shook her head and looked around. She needed to get home and sleep whatever this was off. She stepped to the ledge and looked down with a sigh. There was a fire escape about fifteen feet below her, and an alley below that, but she had no way to get down there. As she tried to figure out a way down, she suddenly found herself about the step off the ledge.

“What the-“ she stumbled and fell backward onto the gravel that coated the rooftop. “What the hell is happening to me?” She panted and rubbed her hands over her face. Jumping down to that fire escape wasn’t an option, so she had to find another one. Groaning, she got to her feet again. There was a door in the center of the roof that she knew lead inside. She walked over and tried the handle, unsurprised to find it locked. The sun had completely set now and the air was growing colder by the minute. Felicia walked slowly back to the ledge and looked down.

_Jump._

Something inside her, an instinct maybe, was telling her that jumping was her only option.

“There’s no way,” she said, eyeing the metal railings. The longer she looked, the more certain she was she could make it. Wind whipped through her hair as she looked down. The instinct kept gnawing at the back of her mind, like an animal trying to be let out of a cage. It was almost like there was a hand on her back, nudging her toward the edge. Taking one more deep breath, she jumped.

Despite the speed at which she was falling, nothing around her appeared to blur. Everything was crystal clear, as if she were taking her regular stroll down to Delmar’s. She saw the fire escape coming closer and reached out a hand to grab the railing. She felt the cold metal as her fingers gripped tight, and swung herself up to land, feet perfectly perched on the thin rail. A short laugh burst past her lips as she looked back up the roof. It looked higher than it had from up top and another sound of disbelief escaped her.

“You just jumped off a fucking roof,” she mumbled, climbing down to the platform and kicking the ladder free. She made her way into the alley below and sighed in relief when her feet hit the ground. She turned, ready to put the night behind her and get some sleep, only to be met with a group of five threatening-looking men.

“Hey there, pretty girl,” one of them said. “Didn’t anyone ever tell you these streets are dangerous at night?”

“Yeah, I think my dad might have said something to that effect before he went to prison,” Felicia replied, hoping it might be enough for them to dub her not worth the effort. Her hopes were quickly dashed when another of the men pulled a switchblade.

“Well then, why don’t you hand over your money and your phone and we’ll make sure that next visitation day daddy will still recognize that pretty face?” The men had moved to surround her, and she was too far from the street to call for help.

“Come on, guys,” she sighed, crossing her arms in front of her. “I’m just trying to get home.”

“Baby, you can come home with me if you want,” another of the men said. “Just do as you’re told.”

Felicia took a deep breath through her nose, attempting to calm down, and that’s when it hit her. Five men and five different scents in the air. She turned her head slightly toward the man with the knife and sniffed lightly. He smelled…excited? He had sweat across his forehead and a vicious looking smirk on his face. She sniffed again and it was the same thing. She didn’t know how she knew it was excitement, but she did. One of the men behind her stepped sideways, right into the breeze. This time, she smelled fear. With a smirk, she turned back to the leader.

“Last chance,” she warned as the men stepped forward. The man holding the knife scoffed and lunged for her. Felicia sidestepped the blade and grabbed his arm with one hand, knocking the knife away with the other. She spun around, dragging the now whimpering man with her, and threw him across the alley into one of his friends. Both men grunted as they collided and fell to the ground, unconscious. From behind her, Felicia could feel another of the men advancing. She dropped to the ground and spun, sweeping both of his legs out from under him with one of her own. He hit the ground hard, and she knocked him out with one swift punch. The other two men, who had frozen in shock, suddenly sprang to life and charged her. Felicia pounced from the ground and out of their way. Confused, they turned to look at where she had landed on top of a nearby dumpster. Smirking, she jumped again, landing on the shoulders of one of the men. Her momentum carried her toward the ground and she planted her palms on the pavement, squeezing her thighs around his neck. She flipped her legs down, his head hitting the ground just as her feet did.

“You little bitch!” the last conscious assailant screamed, sprinting at her with rage flaring in his eyes. Felicia turned just as he reached her, grabbing him by the shirt and rolling onto her back. With her foot firmly planted against his chest, she launched him into the wall behind her. A loud thud echoed as he hit it and slid to the ground. She rolled the rest of the way to her feet and stood quickly, surveying the pile of unconscious men around her.

“Holy fucking shit,” she muttered. All five of the men were out cold, and Felicia hadn’t so much as broken a sweat. For the first time that night, her heartbeat was steady. After she brushed the grime of the alley off her hands, she examined them. Her skin wasn’t flushed or sweaty at all. Her knuckles where she’d knocked bad guy number two out weren’t even red. Nothing about what just happened made any sense. Felicia was decently strong and quick, but even on her best day she couldn’t take out five guys on her own. One of the men started to stir and Felicia snapped herself out of her trance. Digging into the pockets of each man, she lifted wallets and watches off all five of them. For good measure, she grabbed the switchblade they’d threatened her with earlier.

“Pleasure doing business boys,” she quipped, jogging to the end of the alley and making for her apartment.

A loud chime woke Peter from his sleep with a start. He had fallen asleep at his desk working the night before and he had the kink in his neck to prove it. He stretched his arms up above his head and yawned.

“Good morning, Peter,” ERIN chirped. “I have identified the components in the neurotoxin.” Peter rubbed his eyes and struggled to gain focus.

“Identified the who and what?” he mumbled. He looked down at his desk as his mind started to wake up. His shirt, stained with Felicia’s blood, was spread out in front of him. He had set ERIN to work analyzing the blood to try and figure out what the toxin was. As worried as he was about Felicia, Gargan was still out there and if just scratching Felicia was this bad there was no telling what kind of damage he could do.

“I have identified the components in the neurotoxin,” ERIN repeated. Peter sat up straighter and opened his laptop.

“Show me,” he said. ERIN pulled the chemical analysis of the neurotoxin up on the screen and Peter frowned. He’d seen his fair share of complex compounds, but this was completely foreign to him. It was by far the most intricate formula he’d ever laid eyes on.

“This…I’ve never seen anything like this before,” he mumbled. “Where did it come from?”

“Unclear,” ERIN replied. “It doesn’t match any known toxins on file.”

“Can we engineer an antitoxin?”

“An antitoxin can be manufactured but you lack the appropriate equipment to do so,” ERIN said. Peter looked around his room and sighed. She was right, of course, but that didn’t make him feel any better. There had to be some way to produce an antitoxin. His eyes landed on one of his textbooks and an idea flashed to life.

“ERIN, open a secure line to Dr. Banner,” he said. His phone lit up and the line rang once before the doctor answered.

“Hey, kid,” Bruce greeted cheerfully. “How’s it going?”

“Hey, Dr. Banner,” Peter said. “I’m actually hoping you can help me out with something.”

“Of course, Peter. What do you need?”

“I’m sending you a file,” Peter said, his fingers flying across the keys of his laptop as he spoke. “It’s the chemical analysis of a neurotoxin that was used on my…friend. I’ve never seen anything like it.” The line was silent for a moment as Peter waited for Bruce to get his email. Banner hummed to himself quietly as he pulled the file up.

“Does this have anything to do with the guy in the scorpion suit I was you going toe-to-toe with on the six o’clock news?” Bruce asked.

“Y-yeah,” Peter sighed, his leg bouncing anxiously. “I wasn’t fast enough and he hit her.”

“Peter this is…,” Bruce trailed off. “I’m so sorry about your friend.”

“Thanks,” he muttered. “I think she’s okay.”

“Well, she shouldn’t be,” Banner said matter-of-factly. “This toxin is designed to completely shut down the central nervous system. It would even shut down Steve’s. How is she alive?”

‘It’s a long story,” Peter said, typing away again. “The other file I just sent you is a theorized antitoxin. It should work but I can’t really make it and run tests in my bedroom.” Even though Bruce couldn’t see him, Peter blushed dark. He hated how childlike he sounded, especially to someone he looked up to so much.

“I got you, Peter,” Bruce said. “I’ll get to work. I had a feeling this scorpion guy was gonna be trouble. When it’s ready I’ll give you a call to swing by Avenger’s…I mean the Baxter Building. God, that name change is so weird.” Peter chuckled in agreement. He never imagined when Tony sold the tower it would actually become something new, let alone the high-tech lab the new owners turned it into. At least with Bruce there, he could still get in.

“Thanks, Dr. Banner,” he said. “Try and hurry? I have a feeling this guy is planning something big.”

“You got it, Peter,” Bruce said before ending the call. Peter leaned back in his seat and sighed, rubbing his face. He felt anxious and jumpy, like he needed to do something but he didn’t know what. He could patrol, but he wasn’t sure what good it would do right now. Scorpion would no doubt be in hiding, laying low after his attack on the park. As his mind wandered, ERIN chimed again.

“You have a new voicemail from Felicia Hardy.” Peter’s eyes flew open and he straightened up in his chair.

“What?!” He grabbed his phone and sure enough, there was the notification. He’d called Felicia at least two dozen times since he left the Sanctum and texted her twice as much. His hands shook as he pressed play and held the phone to his ear.

“Hey, Peter.” Her voice rang through the phone and Peter sighed in relief. “Sorry I bailed yesterday. It was just…you know. I had a lot to process. And now that I think about it I realize that if anyone would have understood it would have been you.” She chuckled softly and Peter stood to move to his bed. After clearing her throat, she continued.

“I um…I wanna see you. There’s some stuff I need to explain and you really need to see it to believe it. Can you meet me tonight? Delmar’s at 8. Bring your best suit. Oh, and don’t worry about my bag. I already got it.” His head whipped around to his window, which he only just now realized was open, and Felicia’s bag was gone. He could hear the smirk in her voice when she spoke again.

“See you tonight, superhero,” she said, and the message ended. Peter sighed deeply and laid back on his bed, dropping the phone. She sounded okay, as far as he could tell, and sneaking into his room to get her stuff back had to be a good sign. It was definitely on-brand for Felicia and made him think she might be at least somewhat back to normal. He turned his head to look at the clock on his bedside table. 11:30AM. He groaned and shut his eyes, trying to figure out a way to make eight and a half hours go by faster.


	12. Chapter 12

**Summary for the Chapter:**

> Gargan demands a way to kill Spider-Man, and Peter and Felicia finally reunite.

**Notes for the Chapter:**

> Warnings for this chapter: violence and death then whiplash from the turn to fluff (enjoy)

Almost an entire day had passed since the Scorpion had returned from his failed attempt on Spider-Man’s life, and he was growing more and more restless by the minute. Dr. Stillwell had been working diligently, both on Gargan’s suit and on the tablet he’d been keeping concealed. Sweat dripped off his brow as he heard the frustrated man pacing behind him.

“What the hell is taking so long?” Gargan screamed, hurling a chair across the room. Stillwell flinched as it shattered against the wall and looked over his shoulder.

“It-it’s a lot of data to process,” the doctor stammered. “Analyzing his fighting style, trying to get to the root of his tech. It takes time.” Gargan lunged forward and grabbed the terrified man by the throat, pulling him from his chair so they were face-to-face. The tablet clattered to the floor as Stillwell shook in fear.

“Work faster,” Gargan hissed through gritted teeth. He threw the doctor back against the table and stomped away, resuming his pacing. Stillwell dusted himself off and gathered his tablet and tools to return to work. A couple more hours passed before he spoke again.

“I-I think I might have something,” he said timidly. Gargan whipped around and marched back to his side.

“Finally,” he groaned. “Let’s hear it.”

“I can upgrade your helmet software with an algorithm that will anticipate Spider-Man’s movements and attacks,” he explained. “It will require direct neural interfacing which will take me a few hours, but I can do it. It won’t be perfect, but it will give you an edge.” Stillwell looked up at the Scorpion with fearful eyes.

“Why am I sensing a downside?” Gargan asked.

“W-well,” Stillwell started. “Something like this will put a tremendous strain on your prefrontal cortex. Your executive function will be severely impacted. Personality, decision making, social behavior, all of those would be impaired and I don’t know that it’s reversible.”

“In English, doc.”

“If you use this, there’s a good chance you’ll go insane,” Stillwell admitted. The room was quiet for a moment, almost silent except for the doctor’s labored breathing.

“Will it work?” Gargan asked finally.

“Well, yes but-“

“Then do it.”

“Okay, but you have to understand-“

“No, _you_ need to understand!” the Scorpion screamed. “You were hired to help me kill the spider. If this is the only way to do that, then this is the way. Unless you want to see your big brother’s brains splattered across a wall, you better get to work.” Stillwell swallowed thickly and nodded, turning back to the helmet. He clicked away at his keyboard, updating the software on the helm. After several minutes, he disconnected the wires and held it up.

“There,” he breathed. “That should do it.” Gargan took the helmet and placed it on his head. The system booted up and he took a deep breath, looking around the room.

“Good work, doc,” he said, turning to address the armed men in the room. “Keep him here. I’ll be back after I squish myself a spider.” Stillwell was about to protest when a loud beeping came from his tablet. Gargan turned slowly back to him as Stillwell scrambled to stop the sound. The closest armed man snatched it from the table before Stillwell could get to it and handed it to the boss. Gargan took it and looked down at the words _Antitoxin Synthesis Complete _flashing across the screen_. _Rage filled his eyes and his hands shook as he set the tablet down on the desk.

“You going behind my back, doc?” he seethed.

“N-no!” Stillwell said, shaking in fear. “I just thought it would be smart to have an antitoxin in case someone was accidentally dosed.”

“So, you think I’m incompetent?” Gargan snapped. “That I can’t hit the people I intend to?”

“That’s not what-“

Stillwell’s words died out as the Scorpion seized the doctor by the throat and lifted him up over his head, his face contorted with fury. The doctor gasped for air and struggled to get free.

“I don’t take betrayal lightly,” Gargan hissed. Stillwell clawed at his hands, desperately thrashing against his grip. With a guttural roar, Gargan grabbed the doctor’s head and snapped his neck. Stillwell immediately went limp, his hands falling to his sides. Gargan tossed his body aside and knocked the tablet on the floor, smashing it beneath his foot.

“Change of plans, boys,” the Scorpion said with a smirk. “Take care of the brother and get me a camera. Doc here might not be with us anymore, but that doesn’t mean he can’t still be useful.”

Peter stood on the roof of Delmar’s, clad in his red and black suit, pacing nervously. He looked across the street to the bank to check the time. 8:15 PM.

“Where is she?” he asked out loud.

“Sorry to keep you waiting,” came an answer from behind him. He spun around and saw Felicia, smirking softly and sitting on the edge of the roof. He was surprised he hadn’t even heard her approach. She looked mostly the same, except for the change in her hair, and Peter let out a small sigh of relief. He pulled off his mask and their eyes finally met. Neither of them spoke for a moment. They just stood, transfixed by each other’s stares.

“Hey, Pete,” Felicia said finally, breaking the silence. Peter didn’t answer, he just ran forward, tugged her to her feet, and threw his arms around her. He clung to her, almost afraid that if he let her go she’d vanish again. She was here, in his arms and safe. He could feel her chest rising and falling against his as she wrapped her arms around him, and he could hear her heart beating in her chest. She was alive.

“I thought I lost you,” he whispered against her hair, fighting back tears.

“I know,” she said softly. “But it’s okay. I’m okay.” Peter finally released her, pulling back to cup her face in his hands.

“Are you?” he asked. She gave him a small smile and nodded.

“I am,” she said. “Or at least I think I am? So far anyway.” Peter removed his hands from her face and pulled a strand of her hair between his fingers.

“I like the new look,” he said with a smirk. “It suits you.” Chuckling softly, Felicia nudged his shoulder and backed away.

“Shut up,” she laughed, tucking her hair behind her ears. Silence fell between them again, this time more tense than before. Neither of them knew exactly what to say but they both had thousands of questions buzzing through their minds. Felicia bit her lip gently and looked up to meet Peter’s eyes again.

“Peter, what happened?” she asked. “I was…I died, right?” Peter looked down and shuffled his feet.

“Y-yeah. Yeah, you did.”

“Okay,” she said slowly, taking a small step forward. “So, how did I get…not dead?” For a second, he thought about lying and saying he didn’t know. He just wanted her back without the burden of knowing how it happened. He even started to say as much, but then he caught sight of the desperation in her eyes. She wanted answers, and Peter had them. With a heavy sigh, he told her everything.

“Wow,” she breathed after he finished the story.

“Yeah,” he said with a soft chuckle. “Wow is right.” Peter sat down on the ledge and rubbed the back of his neck nervously as Felicia joined him.

“Why?” she asked so softly Peter almost didn’t hear it.

“Why what?”

“Why did you make them bring me back?” Her brows were knit together, more in confusion than in anger. “I died, Peter. People die every day and they don’t get to come back. So, why me?” Peter looked down at the ground and took a shaky breath before he answered.

“I-I couldn’t lose anyone else,” he whispered. “I’ve lost almost everyone I’ve ever loved. I couldn’t lose you too.” Tears splashed down onto his gloved hands before he had the chance to wipe them away. He looked up at Felicia and was surprised to find she had tears in her eyes too. She reached over and grabbed him by the shoulders, pulling him into another bone-crushing hug. They were both crying in earnest now, holding tight to each other.

“Thank you,” Felicia murmured finally, pulling back to wipe her eyes. Peter wiped at his own and cleared his throat.

“Thank Wong and Dr. Strange,” he said. “They’re the ones who worked the magic.”

“Speaking of magic,” she smirked. “There’s something I need to show you.” She stood, brushing her hands off on her pants. Peter was about to ask her what she meant when she tossed him a wink and took off running. A confused grumble left Peter’s throat as she approached the edge of the roof and he understood what she was planning.

“Felicia, no!” he screamed, jumping up and starting after her. He was too far away, and he knew it, so he could only watch as her feet hit the edge and she jumped.

But she didn’t fall.

Felicia pushed off the roof and launched herself into the air. She flipped once mid-air and landed in a cat-like crouch on the roof of the building next door. Peter’s jaw dropped and he stared as she stood up and turned to face him.

“I’m sorry, sir this isn’t a free show. You’re gonna have to purchase tickets if you keep staring.” She laughed, a real clear laugh, and Peter came back to his senses. He shot a web and swung over to the other building, landing next to her. He tried a couple times to speak but couldn’t find the words. Disbelief and shock cut them all off before they could leave his throat.

“I know, right?” Felicia said, giggling at his speechlessness. Her giggle brought him back to the first time they met when he very first decided he liked the sound of her laugh. So much had changed since then, and he’d come so close to losing her and never hearing that perfect laugh ever again. His stomach clenched at the thought, but he forced it down.

“How did this happen?” he asked, still shocked.

“Your guess is as good as mine,” she shrugged. “But it probably has something to do with being resurrected by wizards.”

“Masters of the Mystic Arts.”

“Nuance,” Felicia rebutted before continuing. “Whatever they did when they brought me back changed me.”

“Changed you how?” Felicia bit her lip and cracked a smirk, almost as though she had been hoping he’d ask that exact question. She moved so she was face-to-face with Peter and put her hands on her hips.

“Hit me,” she commanded. Blinking, Peter cocked his head in confusion.

“I’m sorry, what?”

“Try and hit me,” she clarified, not moving from her spot.

“N-no,” he stammered. “Felicia, I’m not going to hurt you.”

“Oh, you won’t.” Her smirk widened as Peter considered her.

“You’re serious,” he said, and she nodded.

“Give me your best shot, Parker.” She hadn’t moved since she’d first told Peter to hit her, and if her hair hadn’t been blowing in the wind, he might have thought she was a statue. She was eerily still, the only real sign of life in her eyes, which conveyed a sense of calm that reassured Peter it was alright. Sighing, he pulled his mask back on and readied himself.

Felicia was still smirking when he swung an easy punch at her. She scoffed and spun out of the way, shoving him from behind. Peter stumbled and turned in surprise.

“I said your best, Spidey,” she mocked playfully. He straightened up and cracked his knuckles, swinging at her again, this time with a little more force. Chuckling, Felicia ducked his punch, sliding across the roof easily. Peter spun and shot a web at her feet, but she flipped herself out of its path with ease. Curiosity was getting the best of Peter, and he started trying to tag her for real. The two of them danced back and forth, dodging blows and trying to knock each other down. They weren’t sure who started laughing first, but soon they were both cackling between punches.

After a while, Peter saw an opening. He swung his right arm, expecting to connect with Felicia’s ribs, but at the last second, she dropped and swept his legs out from under him. He landed with a loud thud on his back, the breath escaping from his lungs.

“Ow,” he groaned, tugging off his mask again. “Ow!” This time he said it with amazement in his voice.

“Not bad for a zombie, huh?” Felicia joked, reaching out a hand to help him up. Peter stood and stared at her with wonder glowing in his eyes.

“You’re strong,” he said, awestruck. “And fast!”

“Articulate as always,” she said. “That’s not all though. All my senses are on hyperdrive. I don’t know how to explain it. It’s like…”

“Like they’ve been dialed up to eleven?” Peter finished for her.

“Yes!” she shouted, grabbing his hands. “That’s exactly it!”

“That’s how it felt when I got my powers too,” he explained, trying to ignore the flush in his cheeks when she grabbed his hands.

“It’s crazy,” she laughed. “I don’t even know how to begin to process all this.”

“I can get you some goggles like the lenses on my mask,” Peter said excitedly. “And we can go to the compound upstate and have a suit made for you. Oh! And we’ll get you a codename. You definitely need a codename.”

“Woah, woah, slow down, superhero,” Felicia said, squeezing his hands gently. “Mind explaining that thought process a little bit?”

“Superhero, yes! Exactly!” Peter cried as he finally let go of the fear he’d been holding on to for the last 24 hours. “You’re one of us now, Felicia. You’re a superhero.” Elation filled Peter’s heart at the thought of Felicia joining the Avengers. His mind raced with visions of sparring with her, introducing her to the team, and finally having someone he could really talk to about everything that came with being a hero. Had he stopped to look, he would have seen that where his face was filled with joy, Felicia’s was filled with doubt.

“A superhero?” she questioned. “I don’t know, Pete.”

“I can talk to Mr. Wilson about you joining the team,” he said hurriedly. “He’s mostly over all the stuff from Berlin. Oh, and I bet you and Wanda would get along great. You’ll love them, Felicia really-“

“Peter, stop,” she interrupted, grabbing him by the shoulders. “Just take a breather for a second. I just got this…whatever this is. I’m not even sure that I want to be a superhero. Or that I can be.”

“What are you talking about? Of course, you can be.” Peter furrowed his brow in confusion as Felicia dropped her hands from his shoulders. She absentmindedly fiddled with the black cat necklace she wore, and it suddenly clicked for Peter.

“Peter,” she said softly. “You had my bag and I know you saw what was inside it. You know what I am.”

“You don’t have to be,” he reasoned, shaking his head and trying to will this all not to fall apart before it even began.

“Don’t I?” Felicia laughed. “I’m Walter Hardy’s daughter. He taught me to steal things before he taught me how to walk. I was born a thief, I was raised a thief, and I’ll probably die a thief.” Peter was taken aback by the harshness of her words. She never talked much about her dad or her life from before he went away. Hearing her talk so candidly about what she really thought about herself sent a sharp pang through Peter’s heart. He knew she was a good person, even if she didn’t. He knew it from the first second they’d met, and he was going to do whatever it took to make her see it.

“You’re so much more than that,” he said softly. “I know that’s all you think people see but you don’t have to be what they think you are of what they expect you to be. I believe in you.”

“Believing in people isn’t always enough,” she said flatly.

“It was for me,” Peter almost whispered. He wanted nothing more than to grab her hands and pull her close, but he didn’t, settling for hooking a finger under her chin and tilting her head up to meet his gaze.

“Felicia, when I met you, I was ready to give up being Spider-Man,” he started. “That day at Delmar’s, with Mike and the milkshake? You were right. I was ready to tear those guys apart. I wanted to because all I could think was what’s the point? Why do I bother saving all these people who hate me? Who turn on me at the drop of a hat or call for my head every other day? Then you showed up and reminded me. Saving people, fighting bad guys like Scorpion, after everything that’s happened, I can do all these things because you believe in me. Because you give me the strength and the will to get them done. If you let me believe in you, you can do them too. I know you can.”

Everything was silent for a moment, or at least as silent as it could be in New York. Horns blared and people shouted at each other on the street, but Peter and Felicia just stood together on the roof, frozen in their own world. Felicia blinked furiously, trying to keep the tears pooling in her eyes from falling. After a few minutes, Peter finally worked up the nerve to take her hands.

“Come with me upstate,” he pleaded. “Just meet everyone and then decide.” Felicia met his gaze and saw genuine hope in his eyes for the first time since she’d met him. It absolutely destroyed her to let go of his hands and shake her head.

“I’m sorry,” she whispered. “I can’t.”

“Yes, you can.”

“No, Peter, you don’t understand,” she explained. “There’s something I have to do first.”

“What is it?” he asked, his voice laced with concern. She sat back down on the ledge and sighed.

“So, you know that my dad went to prison when I was a kid, right?” She waited for Peter to nod before she continued. “Well, a few years after that there was a big escape attempt. My dad allegedly broke out and tried to swim back to Manhattan, but he didn’t make it. They told us he drowned somewhere in the East River. They never found his body.”

“Felicia, I’m so sorry,” Peter began, but she waved him off.

“Hang on, there’s more,” she said. “My mom tried to get his death certificate for years before she died. Every time she did, she got stonewalled by the state. She finally got someone sympathetic at the county clerk’s office who told her his death certificate had never been filed. It doesn’t exist.”

“I don’t get it,” Peter mumbled. “Why wouldn’t it exist?”

“Because he didn’t die,” Felicia said sternly. “There’s no way he drowned. My dad was scuba certified for years. One time he stole some dude’s yacht that was anchored on the Hudson.”

“Who has a yacht on the Hudson?”

“You’re missing the point,” she insisted. “Someone went to a lot of trouble to make everyone think my dad was dead. And now that I have more than just the power of persuasion on my side, I might finally be able to figure out who and why.”

Peter saw the fire in her eyes as she told her story. He could tell she really believed what she was saying, and he had to admit there was a lot that didn’t seem to add up. If it were his parents or Ben, he’d be doing the same thing she was now. Peter ran a hand through his hair and nodded.

“Okay,” he said. Felicia raised an eyebrow back at him.

“O-okay?”

“Okay. I’ll help you.”

“Peter, no,” Felicia protested. “This is my responsibility.”

“But that doesn’t mean you have to do it alone,” Peter cut her off. “You’re my friend, Felicia, and I want to help you. I have ERIN, and Pepper will help me with pretty much anything I ask her to. If there’s anything out there about your dad, we can find it.” Felicia’s heart swelled as he spoke, and she found herself choking back tears again. She pulled him back into her arms, letting her eyes fall closed as he wound his arms tightly around her waist and held her close.

“Thank you, Peter.”


	13. Chapter 13

**Summary for the Chapter:**

> Peter and Felicia search for answers on her father before a threat draws Peter out.

**Notes for the Chapter:**

> Warnings for this chapter: descriptions of death/dead body, threats, Gargan being a huge dickhead

The first thing Peter noticed when he woke up the next morning was an unfamiliar weight on his chest. His eyes shot open, thinking he was about to slip into another panic attack. When he looked down, however, he was relieved to see the weight belonged to Felicia, curled up against his side and sleeping soundly with her head on his chest. He smiled softly and ran his fingers gently through her hair as he started to remember.

They had come back to his apartment after her showcase on the roof. Peter offered up ERIN to try and find any information she could about Felicia’s father. ERIN warned them it would take time, especially given the vague nature of their request, and the two of them must have passed out while they were waiting. Felicia stirred a little in her sleep and snaked one of her arms around Peter’s waist. He smirked when he remembered she was wearing his Midtown hoodie. He’d offered it up to her around midnight when she complained about being cold and seeing her in it now brought back the feeling in his chest that he’d had back in the pizza shop. It was warm and soft, and he liked it.

After another couple of minutes, Felicia yawned and blinked her eyes open. She looked around for a moment until she found Peter staring down at her and smiled.

“Morning, superhero,” she yawned. Peter blushed slightly as she sat up and stretched her arms.

“M-morning,” he stuttered, sitting up himself and leaning against the headboard. “How’d you sleep?”

“Not bad. This hoodie is warm,” she smiled.

“I-it looks good on you,” Peter replied, blushing darker.

“Good, I’m keeping it.”

“Hey! That’s stealing!”

Felicia arched an eyebrow at him, and the pair fell into laughter. She leaned against him and Peter felt his heart leap up into his throat.

“So,” she said, still leaning against his shoulder. “How will we know when your girl ERIN has something for us?”

“I’m not a girl,” ERIN chimed in response. “I’m an advanced artificial intelligence program with-“

“Okay, thank you,” Felicia interrupted, rolling her eyes. “You can save the sales pitch.”

“ERIN, do you have anything?” Peter asked as the two of them climbed out of bed.

“I have access to all the security footage from the Rikers Island compound,” she announced. Peter and Felicia moved to lean over his desk, and she laid her hand over his. Peter’s breath hitched slightly but neither of them moved away.

“Play the footage from the night of Walter Hardy’s death,” Peter said.

“It appears all the video surveillance from the night in question has been erased,” ERIN replied.

“What?” Felicia yelled, grabbing Peter’s hand. “How?”

“It was last accessed one week after the event and deleted by an external source.”

“Can you track the source?” Peter asked.

“Their firewalls are quite extensive,” the AI remarked. “It will take me some time to get through.” Felicia groaned and stood up, rubbing her hands across her face.

“What about written files?” Peter tried as Felicia walked away from the desk. “Can you get into their records and find any incident reports from that night?” ERIN was silent as she searched for a moment.

“No reports found from the date in question.”

“Country records then,” Peter said. “Or state. Widen the net. Find me everything there is on Walter Hardy and anything from Rikers Island that night. It’s there, we just have to find it.”

Peter left ERIN to search and walked over to where Felicia was pacing behind him. She tugged on the string of his hoodies and her eyes darted around wildly around the room. He put his hands on her upper arms to stop her and looked into her eyes.

“Hey, relax,” he said gently. “We’ll find something.”

“What if there’s nothing to find, Peter?” she asked, defeated. “You heard ERIN. Someone clearly doesn’t want us to find something.” The look of hopelessness in her eyes tore Peter’s heart in two. He’s promised Felicia he’d help her, and he was failing. She needed him, and he was going to do anything not to let her down too. Before Peter could say anything to reassure her, ERIN chimed again.

“I found no death certificate or report of death or autopsy for Walter Hardy,” she reported. “I did find 168 police reports from the city of New York, 96 from New York State, and 3 federal reports, however none of them reference an attempted escape or fatalities.” Peter’s eyes went wide and he turned slowly to look at Felicia. She looked back at him and shrugged slightly, clearly not phased.

“What?” she asked. “You knew he was a thief.”

“Well, yeah but…damn,” Peter exclaimed, earning a small laugh from Felicia.

“I’ve also found a second shift guard rotation schedule that was posted to the timecard reporting system the night of the breakout.”

The two of them snapped their heads toward the computer screen, stumbling over one another as they raced back to the desk.

“How many people?” Felicia asked hurriedly.

“Walter Hardy’s particular building had 15 guards on duty for the evening,” ERIN stated. “However, the island houses ten separate jails and facilities, so many other staff would have been on site.”

“Can you print us that list?” Peter asked.

“Sure thing, Peter.”

“With current addresses?” Felicia added.

“Awaiting confirmation from authorized user,” ERIN said, causing Peter to blush again.

“It’s fine, ERIN,” Peter muttered. “You can do anything Felicia says.”

“Are you sure you want to grant full access to Felicia Sara Hardy?” ERIN inquired. “If you recall, the last person you authorized was Quen-“

“Yes, ERIN,” Peter said, looking down at the ground. “I’m sure. Authorize access to Felicia Hardy.” Felicia smiled softly and took his hand.

“Thank you,” she whispered. Peter squeezed her hand and rubbed the back of his neck.

“If you use it to try and kill me, I’m gonna be seriously pissed,” he joked.

“No promises,” Felicia smirked, grabbing the papers from the printer. Peter chuckled softly and leaned back against his desk, watching as she scanned over the page. Her eyes widened and she looked up at Peter, excitement burning within them.

“Peter, some of these people are still in New York!” she exclaimed. “This might actually be something. I can go talk to them and see what they remember. I could get some real answers.” In her excitement, Felicia rushed forward and threw her arms around Peter’s neck. She hugged him tight for a moment before realizing what she was doing. She pulled back, red-faced and looking everywhere but at Peter.

“S-sorry,” she mumbled. “I got a little-“

Peter cut her off by pulling her back to him and wrapping his arms around her waist. She sighed and hugged him close, letting her papers fall to the desk. They held each other for a few minutes before Felicia cleared her throat slightly and pulled back, keeping her arms around him. Peter’s hands moved to her waist as he started to speak.

“I’ll um…I’ll help you track them down,” he said. “Spider-Man can be pretty persuasive, and I have a feeling some of them won’t want to talk.”

“What makes you say that?” Felicia asked. Her fingers found the curls at the nape of Peter’s neck, causing a small shiver to run through him.

“W-well,” he started, his thumbs beginning to brush over her sides. “Someone went through a lot of trouble to erase everything from that night. I’m willing to bet that same someone doesn’t want anyone talking about it. They were all probably paid off or threatened.”

“Right. Right,” Felicia mumbled absently, still playing with Peter’s hair. “That’s smart. You’re smart.”

“I have my moments,” he smirked.

The air in the room shifted as they fell silent. They stared at each other, the only movement the slight brushing of fingers over fabric and through hair. Eventually, Peter gathered his confidence and started to close the gap between them. He tightened his grip on her waist slightly and watched, amazed, as she started to lean in too.

“Peter,” she whispered, her arms winding tighter around his neck. Both of their eyes fell closed and Peter felt Felicia’s breath fan across his face.

“Peter!” May screamed from the living room. “Get in here!” He groaned softly and let his forehead fall against Felicia’s.

“Kinda busy, May!” he called back.

“That Scorpion guy is on TV!” she shouted, causing Peter and Felicia to pull apart and race into the living room. May reached for Peter when she saw him but sat up straighter when she saw Felicia.

“Did you have a girl in your room?” she asked.

“O-oh, yeah,” he nodded, reaching for Felicia’s hand. “May, this is my…this is Felicia. Felicia, this is my aunt May.” Their introduction was cut short when the report on the TV started again.

“This is J. Jonah Jameson reporting live for The Daily Bugle,” he said, and they all settled in. “As we stated before the break, the Daily Bugle has received this exclusive video from the criminal known as the Scorpion, now identified at the escaped convict MacDonald ‘Mac’ Gargan. We’d like to once again warn our viewers that the images you’re about to see are graphic and highly disturbing. If you’re squeamish, I recommend looking away now.”

The image on the screen shifted to show Gargan, clad in his green armor, sneering at the camera. Peter felt Felicia tense at his side and squeezed her hand gently.

“This is a message for my new friend Peter Parker, the child the world knows as Spider-Man,” Gargan taunted. “You got lucky the last time we faced off. Had a couple more tricks stashed in that Halloween costume than I thought you would. But that doesn’t matter now. See, I got myself a little upgrade and I’m ready for round two. So, here’s what’s gonna happen. You’re gonna meet me. Tonight. 9 PM in Times Square. If you decide not to show, well…”

Gargan turned the camera to show the lifeless body of a man in glasses and a lab coat on the floor. His eyes were open, starting unfixed ahead of him and his neck was bent at an unnatural angle. May gasped and clapped her hands over her mouth while Felicia turned and ducked her head into Peter’s shoulder. He wrapped his arm instinctively around her and held her close, his eyes never leaving the screen. His jaw clenched as he watched Gargan turn the camera back to his own smirking face.

“This is what happens when people disappoint me,” Scorpion continued. “So, don’t disappoint me. I’d hate for anything unfortunate to happen to that lovely Aunt May of yours.” Peter sucked in a harsh breath and turned to May, who was still frozen in her seat with her hands over her mouth. Felicia peeked her head out from Peter’s shoulder to look back at the TV.

“Times Square. 9 PM. Be there or the city burns.” With one final threat, the Scorpion’s video ended. Jameson reappeared and started discussing the threats, but nobody in the living room registered any of his words. After a lingering silence, Peter finally spoke.

“I have to go,” he breathed.

“No!” May and Felicia shouted together, snapping their heads up. May jumped up from her seat and Felicia pulled back slightly to look at him.

“I have to,” he replied. “You heard what he said.”

“Yeah, I heard him say he got an upgrade,” Felicia said. “Peter, you barely got the best of him last time, remember? When he killed me?”

“He did what?!” May shrieked.

“I got better,” Felicia said, waving her off. “Pete, you can’t do this. Scorpion is insane.”

“If I don’t go, people will get hurt,” he reasoned, his eyes landing on May. “You’ll get hurt. May I…I can’t let him get to you.” May bit her lip and finally moved toward Peter. She crossed the room quickly and pulled him into a tight hug. Felicia stepped back and looked away, suddenly feeling like an intruder.

“You come home,” May mumbled against his hair. “You hear me? No matter what happens you come home to me.” Peter wound his arms tight around his aunt and closed his eyes.

“I will.”

When they broke apart May reached a hand up to cup his face gently. Her eyes swam with tears when she stepped back and Peter turned to look at Felicia.

“I’m coming with you,” she said immediately.

“No,” Peter replied.

“I can help you!” she yelled. “You’ve seen what I can do, and you’ll need all the help you can get with this guy.”

“Felicia, you said yourself you just got your powers,” Peter sighed. “You don’t know how to control them or even how much you can do. That’s exactly the kind of thing Gargan can use against you.” Felicia started to stammer an argument, but Peter took her gently by the shoulders to stop her.

“Felicia, please,” he begged. “I need you here. I need someone I trust here to protect May.” His eyes were wide and pleading as he spoke, his fingers squeezing her gently. Without another word, she nodded slowly. Peter let out a breath and closed his eyes.

“Thank you,” he breathed.

“I’ll keep her safe,” Felicia promised. Peter reopened his eyes and looked into hers, leaning forward toward her again. His eyes flickered from her eyes to her lips as he got closer, but at the last second, he pulled up and placed a soft kiss to her forehead. Before anyone could say anything else, Peter turned and headed for his room, already tugging off his shirt to change into his suit.


	14. Chapter 14

**Summary for the Chapter:**

> Peter and The Scorpion finally face off.

**Notes for the Chapter:**

> Warnings for this chapter: Mentions of strong violence (it is a fight after all), blood, poison

Peter had never seen Times Square this empty before. Granted, he didn’t come here very often, but he was sure it had never been deserted like this. The NYPD had barricaded the entire area, canceled all shows and gatherings, and were patrolling the perimeter they created in case anyone wandered too close. Even without all that, he was sure the Scorpion’s threat would have cleared most people out. Peter landed on the eerily quiet street and looked around. 

“ERIN, scan for any heat signatures in a one-mile radius,” he instructed. His lenses adjusted, filtering out the bright lights of the electronic billboards and showed several heat indicators. 

“Twelve heat signatures detected in the surrounding three blocks,” ERIN informed him. “It appears Gargan did not come alone.”

“What do you think the odds are these people all had tickets to Hadestown and just didn’t hear the show was canceled?”

“Unlikely.”

“Yeah, I thought so,” Peter sighed, checking each of the heat signatures again. “None of these look like Gargan. That armor makes him bulky.”

“I’m reading movement on 46th street, but no heat. His armor must be cloaking him.”

“Great,” Peter mumbled under his breath. “He’s got stealth mode. I want a stealth mode.”

Peter turned toward 46th street just as the nearest goon charged at him. Without looking, he switched to impact webs and sent him flying, sticking him against a street sign. Another man ran straight for him, swinging a baseball bat. Peter ducked his swing and grabbed the bat, slamming it back into his face. A quick punch to the face knocked him unconscious as Peter threw the bat and hit the third henchman behind him. One by one, the rest of the Scorpion gang charged at him, coming from all sides. They had a variety of weapons: brass knuckles, chains, lead pipes. Peter relied on his senses to tell him where they were and avoided their attacks with ease. He’d gone through four of them when Gargan appeared, clad in his frightening armor, across the street. He stood and watched the fighting, his arms crossed in front of his chest, leaning across the subway entrance. Peter continued taking the henchmen out until only one was left. He glared at Peter, tapping the lead pipe he held against his palm. Screaming, he ran full force at Peter, swinging the pipe through the air. Peter dodged his wild swings and drove his shoulder into the thug’s stomach. He lifted him up and brought him slamming down onto the sidewalk, knocking the air out of his lungs. He groaned as Peter stood and kicked him across the face, rendering him unconscious. The Scorpion stood fully and strode toward Peter. Hero and villain stared each other down, the only sound in the empty street the clicking of the changing streetlights and the occasional groan from one of the beaten men on the ground.

“Why is it that henchmen always attack one at a time?” Peter asked, taking a step forward. “Is it something they teach at Bad Guy University? Solo Attacking 101?”

“Always with the jokes, kid,” Gargan sneered. “It’s cute. Hides the fear in your voice.”

“The only thing I’m afraid of is ripping my suit,” Peter replied. “These things are expensive. And time-consuming.”

Peter’s senses warned him of the incoming strike from Gargan’s tail before his eyes even registered the movement. He dove out of the way and landed in a squat on top of a trash can. The tail struck the ground and he turned on Peter, growling. 

“Why are you so afraid of a fair fight?” the Scorpion screamed. 

“You have a giant scorpion tail loaded with neurotoxin,” Peter pointed out. “I’d hardly call that a fair fight!”

With another guttural roar, Gargan charged at the trash can Peter was perched on. He flipped off and over the Scorpion, landing this time on a street sign. Gargan wheeled around, smashing the trash can with his tail.

“ERIN, charge taser webs to 50% voltage capacity,” he murmured. 

“Full charge in thirty seconds,” she responded. Peter glanced around for a moment before firing a web at Gargan’s feet and swinging toward him, ready to strike. At the last second, Gargan slashed through the air and cut the web Peter was holding, catching him by the throat. He raised his tail and thrusted it directly toward Peter’s face. There was half an inch of space between the tail and Peter’s eyes when he caught it, using all of his strength to keep it from advancing further. Sickly green neurotoxin dripped from the end of the stinger as Peter groaned and fought against the armor.

“Taser webs charged,” ERIN said loudly. Peter glanced down at his web-shooters and gritted his teeth. There was no way to reach them and fire without letting go of the tail, and if he let go Gargan would kill him. The Scorpion took a step forward, driving Peter back. His grip on Peter’s throat tightened as he glared down at him. Straining against the tail, Peter made his move. He stepped up on Gargan’s thigh and swung his other leg around, landing a hard kick to his temple. Gargan roared in pain and staggered away, releasing Peter from his grip. Gasping for air, Peter spun and aimed his webs at Gargan’s chest. He fired quickly and watched as Gargan grabbed a trash can lid to block the blast. The electric webs buzzed weakly against the plastic as the Scorpion tossed it aside.

“Not gonna be so easy this time, kid,” he taunted. 

“Peter, in order to fully incapacitate him you’ll need a direct hit at 100% voltage capacity,” ERIN said. He squared off again and shot another web, narrowly missing Gargan.

“Oh, come on! It’s like you’re not even trying!” he laughed. Peter yanked the web and pulled the table he’d snagged toward him, smashing it against his back. Gargan screamed in pain and hurled a piece of the broken table at Peter, missing him by inches. Peter jumped out of the way, only to be hit in the head by another chunk of debris Gargan flung at him. He fell to the ground with a groan, shaking his head to try and clear his vision. 

“You’re getting predictable, Spider,” Gargan smirked. “I know every move you’re gonna make. You can’t beat me.”

“ERIN, charge taser webs to 100% voltage capacity,” Peter whispered, staring the Scorpion down and pulling himself to his feet. 

“Full charge in sixty seconds,” she said.

Peter quickly webbed a chair and swung it at Gargan, throwing it at him with full force. He chuckled darkly and swatted it away, advancing on Peter quickly. Peter charged, shooting a web grenade next to the Scorpion and dropping down to slide between his legs as it went off. Gargan was blown sideways and stamped his armored foot wildly, missing Peter’s head by a fraction of an inch. Peter stood and fired two webs at Gargan’s shoulders, attaching the other ends of them to the ground. The Scorpion struggled against them as Peter shot another and swung around, ready to finish him off. Gargan ripped free from the webbing as Peter drew level and knocked him full force across the street. He felt two of his ribs crack at the blow and he hit the sidewalk hard, rolling across the pavement. He groaned and pushed himself up onto his hands and knees, coughing hard.

“ERIN, how long?”

“Thirty seconds.”

“Okay, thirty seconds,” Peter mumbled, standing back up. “I can keep him busy for thirty seconds.”

“Avoid the stinger at all costs,” ERIN warned. “The neurotoxin is powerful enough to kill you, even with your enhanced strength and healing.”

“Great pep talk, ERIN,” he grumbled, steadying himself. “Let’s do this.”

The two men charged at each other, eyes locked. Gargan lashed out with his tail and Peter dive-rolled over it, not breaking his stride. He shot another web and pinned the tail to the ground, taking aim for Scorpion’s face. Gargan grabbed Peter by both wrists and swung him around, throwing him roughly into a hot dog cart. He barely had time to recover before Gargan was on him again, tail flying toward his face. Peter moved his head quickly, dodging the strike. The Scorpion pulled back to strike at him again and again, and each time Peter was barely able to dodge. 

“Taser webs fully charged, Peter.”

Frantic, Peter shot the taser webs at the tail as it descended again. The current shot through the suit and Gargan stumbled back, allowing Peter to get to his feet. He backed away as the Scorpion dropped to one knee, snarling as electricity coursed through the armor. He watched, clutching his broken ribs and panting as Gargan shook off the webs and slowly stood back up. Shock flooded him as Scorpion glared at him.

“I told you it wouldn’t be that easy,” he hissed. “No more tricks. No more gimmicks. Just you and me.” Peter panted hard and started him down. The light from the billboards flashed around them, giving Peter an idea. 

“ERIN, recharge taser webs,” he whispered. 

“Peter the full charge wasn’t enough to take him down,” she warned. 

“Just do it!” he yelled, earning another sneer from Gargan.

“With pleasure,” he replied, running toward Peter. 

For the next sixty seconds, which felt like an hour to Peter, the two of them traded blows back and forth. They fought hard, throwing punches and kicks back and forth, almost completely evenly matched. Peter blocked where he could but still caught a left hook to the jaw and an uppercut to the stomach. He stayed on his feet, delivering a punch across Gargan’s face hard enough to crack his visor. Peter spotted a mailbox nearby and webbed it, slamming it into Gargan and sending letters flying everywhere. 

“Who even mails things anymore?” Peter asked. He looked back in time to see Gargan hurl the mailbox at him, knocking him to the ground. 

“Taser webs fully charged,” ERIN announced in his ear. 

“Switch to manual detonation,” Peter groaned. Before he could get up, Gargan was on him, pressing his foot to his chest and pinning him to the ground. A flash of green later and the stinger was buried in Peter’s shoulder. He screamed as searing pain ripped through him, almost blinding him. He could feel the toxin being pumped into him and his hands grabbed at the tail, desperate to pull it out. 

“You put up a good fight, kid,” Gargan mused. “But that’s what you are. A kid. And playtime is over.” He twisted the stinger, eliciting a blood-curdling scream from Peter. The pain in his shoulder was unlike anything he’d ever felt before. He gritted his teeth and cried out again as Gargan ripped the tail out, readying another strike. Peter acted quickly, moving despite the pain.

“ERIN, rapid-fire!” he shouted, aiming for the broken visor. Six webs shot in rapid succession, blinding the Scorpion and sending him stumbling back. He clawed at the webs as Peter sprang to his feet, webbing the Scorpion’s arms to his sides. He covered the armor in as much webbing as he could, immobilizing the villain. Gargan screamed with rage and struggled to free himself as Peter shot two more onto his chest. Mustering all the strength he had left, Peter swung the Scorpion as hard as he could, launching him into one of the electronic billboards. Sparks rained down as the billboard shattered, scattering glass and fire along the road. Gargan was still struggling when Peter switched modes and hit the button, activating the taser. 

The current wound its way around the webbing and followed it all the way to Gargan. Sparks reignited as the combined charges of the billboard and the tasers caused the suit to seize up. The Scorpion screamed in pain as the other signs in the square started to blow out, one by one. The shower of orange and yellow sparks illuminated Gargan’s face, a mixture of agony and fury. The lights flickered and dimmed and Gargan fell, still wrapped in webbing, to the ground. He twitched slightly as Peter stumbled forward, kicking him over onto his back. In the distance sirens wailed, coming closer by the second. 

“I told you there was only one way for this to end,” Peter panted, holding onto his broken ribs.

“Who said this is over?” Gargan laughed. “You lost the second I sent my toxin pumping into your veins. By my guess, you have minutes left. Say hello to your girlfriend for me.” Somewhere inside him, Peter knew Gargan was right. He could feel the toxin running through him, like fire in his veins. His sweat had turned cold and he was struggling to stay standing. 

“You mean Felicia?” he smirked. “She’s fine. Safe and sound at home.” Gargan’s face fell as Peter spoke. 

“That’s not possible,” he said. “I destroyed the antitoxin formula. There’s no cure.”

“I guess it’s a good thing I’m friends with wizards then,” Peter replied. “Enjoy the Raft, Gargan.” He shot one last web across Gargan’s mouth and turned to swing away as the police arrived on the scene. 

The second he was out of Gargan’s view, Peter collapsed onto the nearest rooftop. Every inch of his body burned as the toxin coursed through him. His shoulder was useless, his left arm hanging limp at his side. Panting, he dragged himself to his feet and started swinging again. His vision started to blur, but he focused on the light of the building in the distance where he knew help would be.

“Peter, your fever has spiked to 103,” ERIN alerted. He kept swinging, trying to focus on the skyscraper ahead of him.

“ERIN, call…,” he mumbled, struggling to form words. His fingers slipped from the web he was holding, and he fell. The ground raced toward him and Peter braced himself for the impact. But it didn’t come. Someone he couldn’t see sprang from the darkness, wrapping their arms around him and carrying him to safety. They landed on the street and laid him down, pulling his mask off gently. Peter struggled to open his eyes and looked up at his savior. He couldn’t make out much. His name being called. Black leather. White hair.

“Felicia?”

“Yeah, Peter,” she answered, coming into focus. “I’m here. I’ve got you.” He reached for her and smiled softly, before panic shot through him. 

“M-May,” he mumbled. “Where’s May?”

“She’s safe,” Felicia reassured him. “I left her with Mr. Delmar.” He tried to sit up but fell back to the ground quickly. 

“How…how did you…”

“I saw you getting your ass handed to you on TV,” Felicia answered. “Looks like I got here just in time.”

“B-Baxter,” he groaned. 

“Baxter?” she asked, shaking her head in confusion. “Who’s Baxter?” Peter coughed and rolled onto his side, spitting out blood. Felicia held his shoulders and leaned over him, eyes wide and frantic. 

“No, no no,” she begged. “Come on, Peter. Stay with me. Just…please. Please tell me what to do.” Wheezing and gasping for air, Peter raised his hand and pointed weakly in the direction he’d been swinging.

“Baxter,” he repeated, dropping his arm. Tears poured down Felicia’s face as she struggled to understand. Peter was fading away right in front of her and she didn’t know what to do.

“Peter, please,” she pleaded. “I-I don’t…,” she followed his point and saw the bright light of the towering building, and suddenly understood. 

“The Baxter Building,” she said. “Someone there can help.” She scooped Peter up in her arms and started running. 

“Banner,” Peter breathed. “An-antitoxin.” His eyes fell closed as Felicia ran hard, desperate to make it in time.

“I’ve got you,” she said as she ran. “Just stay with me, Peter. Keep breathing and stay with me.” Peter listened to her voice and held onto consciousness for as long as he could until the toxin won out and darkness overcame him. 


	15. Chapter 15

**Summary for the Chapter:**

> The aftermath of the Scorpion's attack on Times Square

**Notes for the Chapter:**

> Warnings for this chapter: IV's and talk of a hospital-like setting, ALL the pining

_Beep. Beep. Beep._

A steady beeping sound roused Peter from his sleep. He slowly blinked his eyes open and took in his surroundings. At first, he thought he must be in a hospital. Monitors and wires encircled the bed he was in, displaying his vitals on various screens. The beeping was coming from the heart rate monitor on his left. Slowly, he started to remember what had happened. The last thing he could recall was the fight with Scorpion. Peter raised his arm and groaned as a sharp pain shot through his shoulder. He sat up slightly and pulled the blue gown back to inspect his wound. It was almost fully healed but the skin around the puncture was still red and swollen. He laid himself gently back in the bed and turned his head to the side. Sitting on the table next to him was a water bottle with a bright yellow sticky note. He blinked his eyes a few more times, trying to bring the words into focus.

_Drink me XOXO_

Peter chuckled softly, which turned into a harsh cough. He grabbed the water and sat up again, holding his throbbing head as he did. His hands shook as he fumbled with the lid, drinking greedily once it was open. The bottle was almost empty when the door to his room opened and a man walked in. Peter furrowed his brow and watched him as he crossed the room, smiling brightly.

“Oh, good. You’re awake,” the man said. “Bruce and I were curious how long that was going to take.” Peter said nothing but stared at the man in confusion. Something about him was irritatingly familiar and Peter couldn’t figure out what it was. He had salt and pepper hair and thick beard and looked to be a little older than May. He wore a lab coat and round glasses and tapped away on the tablet in his hands.

“Your vitals all look surprisingly good,” he noted, looking around at the monitors Peter was tethered to. “The antitoxin Bruce whipped up seems to have eradicated all traces of the Scorpion’s poison. Well done with that formula, by the way. I’m not sure even I could have cracked that one.” Peter’s sluggish brain was finally starting to catch up. He looked out the window on the other side of the room and recognized the buildings there.

“I’m in the Baxter Building,” he said, more to himself than to the man in front of him, who he finally recognized as well.

“Yes, you are.”

“And y-you’re Reed Richards. The scientist.” Peter had read dozens of papers by Dr. Richards and under any other circumstances, he would be over the moon to meet one of his idols. But right now, all he could focus on was the throbbing in his shoulder and head.

“Two for two, Mr. Parker,” Dr. Richards smirked.

More memories from the previous night came flooding back as Peter finished his water. Gargan had stabbed him, hence the pain in his shoulder, but in the end, Peter had won. He’d been on his way here when he fell and…

“Felicia!” he cried suddenly, causing Reed to jump. “The girl that brought me here. Where is she? Is she ok?” Dr. Richards straightened his glasses and cleared his throat.

“She’s fine,” he assured the nervous Peter. “She stayed until you were stable, then she left.”

“She left?” Peter’s face fell as he looked around the room, hoping she might somehow be there, waiting to see the look on his face when he found her. But she wasn’t.

“She said she had some things she had to take care of,” Reed said. “Something about going to talk to her father. She’s the one who left you that though.” He nodded toward the water bottle in Peter’s hands. The monitor on Peter’s left started beeping faster as his heart rate increased. If she went where he thought she went, she could be in danger. He had to get to her and help her. He threw back the blankets and started to climb out of bed.

“I have to find her,” he said as he stood, but a rushing sound filled his ears and he fell back. Dr. Richards was beside him in an instant, easing him back down.

“Easy there, kid,” he said, replacing the blankets and checking the monitors. “You’ve been through a hell of a thing. Banner would pound me into dust if I let you walk out of here right now.” Peter groaned, but let the doctor put him back in bed.

“Where is Dr. Banner?” he asked, getting a chuckle from Reed.

“We’ve done a lot of work retrofitting the building to accommodate Bruce’s size, but we still have a long way to go. This building was expensive enough, I’d like to keep all the door frames in-tact.” Peter rubbed his eyes and tried to calm himself down when Reed’s tablet chimed. “Well, speak of the devil.” He tapped the screen and turned it toward Peter as Bruce’s face appeared.

“Hey, kid!” Banner greeted with a smile. “There you are. How’re you feeling?”

“Hey, Dr. Banner,” Peter said, mustering a small smile. “I’m alright. Not great, but not as bad as when I got hit by a train.”

“You got hit by a train and survived?” Reed asked, but Bruce spoke again before Peter could explain further.

“Dr. Richards sent me all your lab work and things look pretty good,” he said. “You need a couple days to rest up, but I think you’re gonna be fine.” Peter exhaled softly and nodded. He didn’t realize how tense he’d been until his muscles relaxed when Bruce said he’d be fine.

“Thanks, Dr. Banner,” he said. “For everything.”

“You should be thanking yourself,” Banner replied. “I couldn’t have done this without you.”

“I bet you could have.”

“Yeah, you’re probably right. Get some rest, Peter.”

The call ended and Peter closed his eyes again. He’d only been awake for a few minutes and he was already exhausted. A couple days of rest sounded great, but he needed to find Felicia. What if she got too close to something she shouldn’t and needed his help? Sure, she was strong now, but how strong? Peter was about to sit up and argue his case to Dr. Richards when the tablet chimed again, and a woman’s face appeared.

“Reed, we’re ready for Phase Four testing in the lab,” she said.

“Be right there, sweetie,” he said, ending the call abruptly and looking up at Peter. “My wife, Sue. We’re about to take a little trip and they need me to oversee some final tests. I’ll be back to check on you in a bit. I’ll let you aunt know you’re awake and send her in.”

“May’s here?” Peter asked, shocked.

“Your girlfriend called her when she left,” Dr. Richards said. “She’s been here since then.”

“O-oh she’s…Felicia’s not my…,” Peter stammered. “Th-thanks.”

“Get some rest,” Reed gently ordered, leaving the room. Peter closed his eyes again and was back asleep before May came in.

After three days, a battery of more blood tests, and near-constant complaints from Peter, the doctors cleared Peter to go home. He was almost back to full strength and the wound on his shoulder had completely healed. Mostly, he wanted to get away from the constant news reports on TV and social media about the fight. The first few headlines he’d seen had made him cringe.

_Arachnid Battle in Times Square_

_Spider-Man Squashes Scorpion_

Headlines about himself had always made Peter a little uneasy, but since Mysterio he actively avoided them. The one that caught his eye the most was the one from The Daily Bugle, and J. Johan Jameson himself.

_Hometown Hero: Spider-Man thwarts Scorpion, stopping would be rampage in Manhattan._

Hero. Jameson called him a hero. Peter read the whole article twice to make sure he wasn’t dreaming. Most of it was positive, until the end where Jameson blamed him for the millions of dollars in damages to the Times Square billboards. People seemed to be mostly on his side again, and for the first time in a long time, Peter felt slightly at ease.

Felicia hadn’t checked in since Peter woke up. He’d called and texted her dozens of times but got no response. Worry was beginning to gnaw at him when he and May finally left the Baxter Building. He hitched the bag Reed had given him containing his suit up over his shoulder and sighed. May sensed his worry and put her arm around him.

“I’m sure she’s fine,” she said, doing her best to comfort him.

“Yeah,” he muttered, half-smiling up at her. Just as they turned to head for the car, Peter’s phone buzzed in his pocket. He fumbled for it and looked at the screen. It was a text from Felicia. He opened it quickly and looked at the picture she’d sent him, confused. It was a picture of two people, standing with their arms around each other. He looked closer and realized it was him and May, taken from above, standing in front of the Baxter Building and wearing exactly what they were wearing right now. As he stared at it in awe, another message came in.

_Catch me if you can._

Peter looked up and scanned the rooftops around him, trying to match up the angle the photo was taken from. Finally, he caught a glimpse of white and saw her. Felicia gave him a small wave and turned to run across the roof. Peter shoved his phone back into his pocket and looked over at May, who was already taking the bag from his shoulder.

“Be home in time for dinner,” she said sternly. Peter pecked her check quickly before activating his web-shooters and swinging after Felicia.

In the seconds it took Peter to get up to the roof Felicia had been on, she was already two buildings over. Cursing slightly under his breath, he shot a pair of webs and launched himself after her. He swung from building to building as Felicia ran and pounced, shocked by her speed. This was the first time he’d seen a real display of her power and he was impressed. She moved quickly and fluidly across the rooftops, never missing a step. A couple times Peter thought he lost her, only for her to appear above him, smirking before taking off again. They kept up for a dozen or so blocks and Peter had almost caught up to her when he saw an opening. She was breaking for the edge of the building she was on and he took his shot. Just as her hand hit the ledge, Peter shot a web and stuck her against it. Her face filled with shock as Peter landed on the roof next to her.

“You webbed me,” she said, tugging against the webs.

“You said to catch you!” Peter shouted in defense.

“You _webbed _me!”

“I’m sorry!”

“Are you?”

“No, not at all. I wanted to win.”

Felicia rolled her eyes and tugged her hand harder, trying to free herself.

“Will you get me out of this, please?” she asked. Peter nodded and rushed forward, releasing her from his trap. The instant her hand was free, Felicia threw her arms around Peter’s neck and pulled him tight against her. He wasted no time in wrapping his arms around her waist and hugging her close.

“I thought I was going to lose you,” she whispered. Peter could hear the thickness of tears in her voice as he breathed her in.

“If you hadn’t come along when you did you might have,” he pointed out. “Thank you.” He moved to release her from his arms but hers tightened around him, keeping him in place.

“Well, I owed you one for bringing me back from the dead,” she joked. They shared a small laugh before finally letting each other go. Peter saw her turn to wipe her eyes and decided to pretend like he didn’t. She turned back and took a deep breath, smiling at him.

“So,” she began. “You managed to save the city, lock up the bad guy, and win back public opinion all at once. Not bad.”

“Yeah, except for that whole near death experience it was alright,” he quipped.

“Should’ve let me come with you,” she sang, dragging out the last word. Peter started to argue with her, but quickly realized the futility in it. He rubbed the back of his neck and laughed in concession.

“Yeah, you’re probably right,” he admitted. It was her turn to laugh as she turned back to the ledge, leaning on her hands.

“I am so not going to miss this whole ‘supervillain of the week’ thing,” she sighed, causing Peter’s face to fall and his brows to furrow.

“Miss?” he asked. Felicia bit her lip gently and looked back over her shoulder at him.

“I’m going away for a little while,” she said softly, not quite meeting his eyes.

“Does this have anything to do with you telling Dr. Richards you were going to talk to your father?” he asked.

“Can’t get anything past you, can I?” she asked with a small chuckle. When Peter didn’t respond she continued. “Once the doc told me you’d be ok but out for a while, I went out looking for the guards on ERIN’s list.” Peter groaned and scrubbed his hands over his face, hopping up to sit on the ledge Felicia was leaning on.

“By yourself?” he asked, stunned. “You could’ve gotten hurt! I thought we were in this together.”

“I know, but I couldn’t wait, Pete,” she said. “I just couldn’t. It’s been too long.” Her eyes met his and spoke volumes in the ensuing silence. Peter wanted to argue with her, but there was no point. She was here and fine, and he had to admit that if he was in her position, he probably would have done the same thing.

“Did you find anything?” he asked, determined not to let them fight now that they were both safe. Felicia sighed lightly and nudged him with her shoulder in thanks.

“Well, you were right about them not wanting to talk,” she started. “I got a couple of doors slammed in my face and a few choice words screamed at me, but no answers.”

“I’m sorry,” Peter said, already planning. “We can go back. Maybe if we-“

“I said they didn’t _want_ to talk,” she interrupted. “Not that they didn’t.” Peter narrowed his eyes at the smirk on her face and sighed.

“What did you do?” he groaned, preparing for the worst.

“Nothing illegal!” Felicia swore, causing Peter’s eyebrow to arch. “Ok, maybe a couple of minor B&E’s, but nobody got hurt.”

“Sure,” Peter said skeptically. “What did you find?”

“Mostly nothing,” she said. “They all seemed more scared of whoever’s behind all this than they were of me. But there was one guard who eventually opened up.”

“After you did what?”

“Would you believe me if I said I used my unparalleled powers of persuasion?”

“Absolutely not.”

“Good call. I broke his nose.”

“You said nobody got hurt!”

“Well, I lied!” Felicia confessed with a shrug.

“You’re gonna be the death of me,” Peter lamented, looking up to the sky.

“Anyway,” Felicia said pointedly. “After some persuasion, he spilled the story. There was no breakout. Apparently, in the middle of the night, some woman and her goon squad came in and went wild on the place. They held all the guards hostage in the control room and made their way around the complex. They tore through the records room and cleaned stuff out, then they just left.” Peter’s jaw hung open at her account, shock filling him.

“What did they want?” he asked, trying to make sense of a middle of the night raid on a prison island.

“My dad,” she said simply. “His records were the only ones destroyed and the guard saw them dragging him out the doors.”

“So, he didn’t die,” Peter murmured. Felicia shook her head and continued.

“At least not that night,” she said. “After they were done the head bitch made the warden agree to the breakout story as a cover-up. They even let a few inmates out to help sell it.”

“Why not just kill the guards?” Peter wondered aloud. “Why the fake breakout?”

“A breakout attempt is way easier to explain away than a dozen dead guards,” Felicia concluded. Peter only nodded in response, unable to speak as his head swam with the new information. Felicia had been right the entire time. Her father never drowned and now she had a solid lead on where he went. That still didn’t explain her leaving, so he pressed on.

“Did he know who she was?” he asked hopefully.

“She never said her name,” she replied. “All he could tell me was she had an accent and she was really scary.”

“Maybe ERIN can come up with something?” Peter suggested.

“Do you think I’ve just been sitting on my hands while you were napping?” Felicia smirked. “As soon as I was done with the guard list I went back to your place and our girl ERIN had cracked the firewalls of the people that erased the security footage.”

“Good thing I gave you access,” Peter mused.

“Damn right,” Felicia said, pulling a picture from her pocket. “Meet Silver Sablinova, aka Silver Sable.”

Peter took the photo and looked it over. The woman in it definitely fit the scary descriptor the guard had given. She was dressed all in white leather and had guns in each hand. Strapped along her outfit were various other weapons, and the team standing around her were similarly armed. When Peter noticed her shoulder-length white hair, he chuckled.

“Seems you started a trend,” he remarked.

“Shut up,” Felicia said, snatching the picture back. “According to ERIN, Silver runs some sort of kill squad out of Symkaria. They mostly specialize in assassinations and government coups. You know, little stuff.”

“Yeah, small-time,” Peter scoffed. “So, what does an eastern European kill squad want with a cat burglar from New York?”

“That is exactly what I plan on asking when I find her,” she said. Peter bit his lip nervously and nodded as understanding dawned.

“That’s where you’re going,” he mumbled. “Symkaria.” Felicia reached into her other pocket and pulled out a wallet that Peter was positive didn’t belong to her.

“Thanks to some generous donations from some very unsuspecting former prison guards, I leave in a few hours.”

Suddenly, Peter’s mind flew into a panic. She was really leaving. They had both survived the Scorpion and for a minute, he had thought there might have been some time for them to figure out whatever this thing between then was. He could feel himself physically deflating as he realized she was really going. She was leaving just like everyone else did. Felicia could sense the change in Peter and sat down next to him, taking his hand in hers.

“I know it’s not much to go on,” she said softly. “But it’s more than I’ve ever had before. I have to try, Peter.” The softness in her voice surprised him, and he looked up to meet her eyes. He recognized the look she had as the same one he’d had after Ben died. The desperation and hunger for answers was exactly what had led to him being Spider-Man. He realized, with much guilt, how selfish he was being. She could feel him begging her to stay, even though he wasn’t speaking it, and it was causing her to hesitate. Clarity struck him like a bolt of lightning, and Peter understood. She wasn’t leaving because of him; she was leaving for herself. This was her story, and no matter how much it hurt him, he had to let her go. He sniffled slightly and wrapped his arm around her shoulders, pulling her close and kissing the top of her head.

“Just make sure you come back,” he pleased. “I can’t…I can’t lose anyone else.”

“I’ll do my best,” she answered.

“That’s not very reassuring,” he said flatly. Felicia laughed and stood up, wiping her eyes again.

“You’ll be fine,” she said. “Everyone loves you again, remember?”

“Yeah, even Jameson only called me a wall-crawling menace once. I think he might be coming around.” Felicia snorted and looked over at him.

“Oh really,” she mused. “Word is he called in some bigtime reporter guy out of San Francisco. Some dude named…Brock? He’s supposed to be a real hard-hitting investigative journalist type, and his whole gig at The Bugle is to dig up dirt on you.” Peter blinked several times in shock before he spoke again.

“Ok, so some trust issues to work through there, but I think I can win him over.” The pair stared at each other for a moment before bursting into laughter. The sound cut through all of Peter’s anxiety and he felt himself relaxing as he stood with her. They kept laughing for another minute before Felicia managed to calm herself.

“I should probably get going,” she said, looking Peter over. “Flight to catch and all.” Peter swallowed thickly and nodded.

“R-right,” Peter stammered, looking down again. They fell silent as the air between them shifted. Both of them had a million thoughts buzzing in their heads, but they were too afraid to say them aloud.

“Just come home,” Peter said, finally breaking the silence and looking up at her. “Come back to me.” Felicia’s breath caught in her throat as Peter spoke. His eyes were wide and desperate, pleading with her to come home. It was a longing she’d never seen before, especially not directed at her. Slowly, she stepped forward and wrapped her arms back around Peter. Their eyes fell closed as she leaned in and pressed her lips to his.

Peter was frozen for a second, too stunned to move. It was only for a second though, then he wrapped his arms around her waist and kissed her back. Everything he wanted to say to her beat against his skull. I love you. I need you. Please don’t go. They were all the things he couldn’t say out loud, so he said them the only way he could; with their lips pressed together, his tongue brushing against hers, and his hands gripping her waist. After a few moments they broke apart, breathlessly, foreheads resting against one another. Peter had a flash of hope that she might reconsider, but then Felicia pulled back slightly and nudged his nose with hers.

“Catch you later, superhero,” she smiled, turning and making for the edge of the building. Peter brushed his fingers gingerly over her still tingling lips and smiled to himself as he watched her go.

“Catch you later, Party Hardy” he mumbled. Felicia stopped in her tracks and turned back to him, brow furrowed.

“Party…Hardy?” she asked, bewildered. The color drained from Peter’s face and he gulped in embarrassment.

“Y-yeah, like a nickname,” he stammered. “D-do you not like it?” A grin split her face as she stepped up onto the ledge, giggling.

“I love it,” she assured him. “Little Spider.” With a small salute, she stepped off and plummeted from view. Peter ran to where she fell from and got there just in time to see Felicia pounce up the fire escape next door. She hit the roof and sprinted away as Peter watched in awe. He readied his web-shooters and turned in the direction of home.

“Little Spider,” he scoffed. “I’m not little.” As he started to swing away, he swore he could hear Felicia’s laugh drift toward him on the wind.


	16. Chapter 16

**Summary for the Chapter:**

> Peter goes back to school and readies for graduation.

**Notes for the Chapter:**

> After this all we have left is the epilogue! Thank you all for the love on this fic, I'm very proud of it.

May insisted that Peter take a full week off school after Dr. Banner and Dr. Richards cleared him. He protested at first but quickly quieted down when he realized he was arguing to go to school. A week off sounded like heaven, so he took it. It went by far too fast and Peter soon found himself pulling into the student parking lot once again. His hands gripped the wheel tight as he watched people make their way inside. A few kids noticed him, or more accurately his car, and started to point. Some others took pictures and Peter felt his anxiety building in his chest. He closed his eyes and took a deep breath, willing his heart to slow down. When he opened them, he felt a little better, so he grabbed his things and got out of the car, ready to face the crowd.

Coming back from his week off was a lot like his first day of the year. People stared and whispered to each other when he walked past. The braver ones asked for selfies or autographs, which he declined as politely as he could. When Peter turned the corner toward his locker, his breath caught in his chest. He had hoped nobody would revert to taping things all over it, but it seemed that was exactly what had happened. As he got closer though, he realized it was covered in get well wishes. Slowly, he started to pull them off and read what people had written.

_You’re my hero, Spider-Man._

_Feel better soon!_

_Thank you for everything you’ve done for us._

Peter sniffled slightly and wiped away the tears forming in his eyes. He removed all the notes and cards from his locker door as carefully as he could and put them in his backpack. He was just taking the last one down when he felt someone come up behind him.

“Yo, what up, Spidey? Welcome back!” Peter had to forcibly hold back a groan as he turned to face Flash. He had his hand raised, clearly expecting a high five, and Peter was just about to tell him off when another voice spoke.

“His name is Peter. Not Spidey.” They both turned this time and found Ned standing next to them. Peter smiled slightly at him as Flash sputtered and dropped his hand.

“I-I know that!” Flash stammered. “He’s Peter. My bud. Peter!”

“If you’re such good buds tell me one thing about him that’s not related to him being Spider-Man,” Ned demanded flatly. Flash looked back at Peter for support, but Peter just raised his eyebrows in return.

“I…uh…Star Wars?” Flash tried desperately. Peter chuckled softly and zipped up his backpack, slinging it over his shoulder.

“See ya, Flash,” he said, walking away with Ned close behind. They waited until they were around the next corner before they both burst into laughter. Peter adjusted his backpack and looked over at Ned.

“Thanks, man,” he said softly.

“I figured it would be a good way to start my apology,” Ned replied. Both boys shuffled awkwardly in their spots for a moment, looking everywhere but each other.

“Well, if that’s just the first part the rest should be pretty good,” Peter joked. Ned chuckled with him for a second then looked back up at his best friend.

“I was a total dick, Peter,” Ned finally blurted out. “You were right. All I cared about was being cool and I tried to use Spider-Man to do it. I got so wrapped up in that and I couldn’t see how bad my best friend was hurting. I’m just…I’m really sorry.”

Peter smiled and adjusted his backpack on his shoulder. He’d missed Ned a lot lately, and even though he’d gotten really close to Felicia since their falling out, sometimes he just needed his best friend. 

“Thanks, man,” Peter murmured, looking up at Ned. They both looked at each other for a minute before cracking smiles and reaching out to do their handshake. When they were done Peter pulled Ned in for a tight hug. After two quick pats on the back each they pulled back, both of them hiding the fact that they were dabbing tears from their eyes.

“Come on,” Ned said, nodding down the hall. “Mr. Harrington gave me your assignments and I filled in some of the answers for you.”

“Are they the right answers?”

“I can’t guarantee that.”

Laughing together, they made their way down the hall to their homeroom.

The remainder of the school year passed fairly uneventfully. There were a fair amount of minor crimes and one big bank robbery, but thankfully no supervillains. During his week off, May had set Peter up with a therapist nearby. At first, he’d been skeptical, thinking not even the best therapist would be able to relate to anything he’d been through, but he went anyway. Surprisingly, Peter found himself able to connect with them quickly and things started to get better. By the time graduation day came, he was feeling better than he had in a long time. The looks and whispers from people didn’t bother him as much anymore. His panic attacks were less intense and frequent, and he was able to sense them coming on much better, which helped him get over them faster. Overall, things were just better. 

“Peter!” May called from the living room as Peter adjusted his tie. “We’re gonna be late!” He looked up at his reflection in the mirror and swallowed thickly.

“Be right there!” he yelled back. He grabbed his cap and gown from the bed, sparing a second to scratch the black cat lying next to it.

“Be good, Nox,” he said with a smile, running out the door. The drive to graduation was quiet as Peter reviewed his speech over and over. May reached out and rubbed his shoulder as they pulled into the lot, smiling softly.

“You’re going to be great,” she reassured him. Smiling, he climbed out of the car and kissed her cheek before making his way inside. He met up with Ned as everyone lined up and he was just starting to calm himself down when MJ walked up to them. Peter felt his breath catch and his heart leap into his throat as she smiled at the two of them. 

“Hey,” she said softly. “Can I um…can I talk to Peter alone for a second?” Ned looked between the two of them skeptically and Peter nodded.

“It’s cool, Ned,” he said. “I’ll meet you in there.” Ned narrowed his eyes at MJ as he slowly walked away. Once he was out of earshot, Peter and MJ looked back at each other nervously.

“So…,” MJ said, breaking the silence. “How’ve you been?”

“Good,” he replied. “Good, yeah. I mean there was a bit of a rough patch there with that scorpion guy, but things are good now.” MJ’s eyes met his and softened slightly.

“I saw that,” she said, biting her lip. “I wanted to check on you, but I wasn’t sure what to say…” Peter rubbed the back of his neck nervously and shrugged. 

“They don’t really make ‘sorry you almost got killed by a supervillain in a big green mech suit’ greeting cards,” he joked. MJ laughed with him and they both shuffled awkwardly in their spots. The tension thickened as they both waited for the other to say something. 

“I miss you,” she said quietly. Peter’s eyes snapped up to meet her nervous ones.

“Y-you do?” he asked. She nodded slowly and looked down at her feet.

“Yeah,” she said again. “We used to be really good friends before…you know. And if you don’t want to or you can’t I understand, but I’d really like it if we could be friends again.” A small smile crept across Peter’s face as he watched her nervously bite her lip and play with her hair. Even though he probably should, Peter never held any animosity toward MJ for breaking up with him. He understood her reasons, especially after seeing all the letters she had gotten. If he had been in her shoes, he would have probably done the same thing. Peter still cared about MJ a lot, and truth be told, he missed her too.

“I’d like that too,” he said with a smile, watching her relax a little and smile back at him. “I’m gonna hug you now.” MJ’s face fell and she narrowed her eyes at him.

“I take it back,” she said flatly.

“Too late. No take-backs.” Peter stepped forward and wrapped his arms around her neck. She grumbled softly and hugged him back.

“You have five seconds,” she mumbled in his ear. “Enjoy this.”

“Oh, I will,” he smiled, hugging her tight for the full five seconds before releasing her. They smiled at each other and walked inside, cracking jokes like nothing had ever changed. Ned glared at MJ as they lined up, but Peter waved him off. The three of them sat together through the ceremony, listening to the speeches from various teachers and the principal. As each one finished, Peter got more and more nervous, bouncing his leg and fiddling with the note cards in his hand.

“And now,” Principal Morita said. “I would like to welcome our class valedictorian: Peter Parker.” Peter swallowed nervously and made his way up to the podium. He shook Mr. Morita’s hand and turned to look out over the crowd. He spotted Bruce in the back, towering huge and green over everyone else. Next to him were all the Avengers and the Guardians, along with Pepper and Morgan. They earned a lot of nervous glances from the crowd but seeing them all there helped calm Peter down. May sat next to them, and Peter smiled when he saw Mr. Murdock and Ms. Page beside her. His head thudded wildly against his chest as he looked down at his notecards. 

“Thank you, Mr. Morita,” he said, his voice cracking slightly. “I think I’ve written like fifteen different versions of this speech over the last couple weeks. I kept trying to find the right words to sum up everything we’ve been through, but everything felt wrong. There’s so much to try and say but somehow not enough words. People always say cliché things to kids our age about the world changing around them, but in our case it really did. We saw the world literally fall apart and we’re still working to put it back together. When Thanos did what he did, he assumed we were weak. He thought nobody would stand up and fight back or that we would be too scared to try and make things right. But he was wrong. We prove him wrong every day. Each time one of us donates food or clothes to a FEAST shelter or spends time volunteering to help rebuild housing for displaced people, we demonstrate exactly how strong we are, and how wrong Thanos was.” Peter took a second to look up and felt sweat break on his brow that had nothing to do with the sun overhead. His eyes found May in the crowd and she smiled softly, knowing the next part of his speech. She nodded slowly and Peter took a deep breath before continuing. 

“Someone once told me that with great power comes great responsibility, and I’ve strived to live up to that. As we take our next steps out into this new world, we have to realize that the power to shape it is in our hands, and with that power comes the responsibility to change it for the better; to leave this world a better place than we found it. Whatever it takes. We’re the ones going out to live in the world, so let’s make it the best we can. Congratulations, fellow graduates. Let’s go change the world.”

Applause erupted all around him as Peter let out a breath. He smiled and his eyes scanned the crowd, seeing familiar faces grinning back at him. Near the back, he caught a quick glimpse of long, white hair. Gasping softly, he craned his neck and squinted his eyes to try and get a better view of whoever he’d seen. He was quickly interrupted by Mr. Harrington pulling him into a tight hug. He patted the teacher on the back and squirmed out of his grip, but whoever he had seen was gone. He smirked slightly and made his way back to his seat.

The remainder of the ceremony passed in a blur. Each student marched across the stage and received their diplomas, each getting a smattering of applause. When it was Peter’s turn, the crowd practically exploded. After that it was tassel turning and cap tossing, and just like that Peter was a high school graduate. Once they were dismissed, Peter fought the crowd to find MJ and Ned, and eventually May. She hugged all three of them and kissed their heads in turn, not even bothering to question MJ’s return. 

“I’m so proud of all of you,” she gushed, hugging them all again.

“Thanks, May,” Peter murmured, hugging her again. She pulled back and wiped her teary eyes, beaming at the three of them. 

“Who’s hungry?” she asked, clapping her hands. “My treat. For the graduates.”

“I could eat,” Ned replied quickly.

“I’m game,” MJ added with a small smile. Peter chuckled and shook his head, spotting something that made his heart drop. Flash was standing a few yards away from them, surrounded by celebrating families, completely alone. He had his phone in his hands and his eyes scanned the crowd, but he didn’t look like he expected to see anyone. Peter turned back to look at May, who nodded gently.

“Hey, Flash!” Peter called, causing him to look up. “We’re gonna go grab something to eat. Wanna come?” His face lit up at the offer and he looked at the rest of the group.

“Really?” he asked hopefully.

“You just have to promise to be chill,” Peter cautioned. Flash nodded and walked over to them.

“Yeah, of course,” Flash replied with a soft smile. “Thanks, Peter.” Peter clapped him on the shoulder and looked over at May.

“I’ll meet you guys there,” he said. “There’s something I need to do first.” May reached out for her nephew and hugged him tight, kissing his temple. 

“Take all the time you need,” she whispered. Peter gave her a gentle squeeze and pulled back, handing May his cap and gown and waving quickly to his friends before jogging off toward the subway. He climbed the stairs and swiped his card, waiting quietly for the train. He could have swung if he wanted, but he decided against it as he boarded. This needed to be Peter, not Spider-Man. 

It was only a couple stops before Peter disembarked, making his way slowly down the street. He barely had to think about where he was going, having taken this route so many times before. The old iron gate creaked loudly as he opened it and made his way through the cemetery. The large yew tree stood tall and familiar, marking the end of his trip. He stopped under it and looked down at the tombstone in front of him. He sniffled slightly and smiled as he fiddled with the cufflinks on his sleeves. 

“Hey, Uncle Ben.”

Ben’s headstone was simple and plain, much like he had been in life. May had insisted it not be anything ornate, knowing Ben would hate people making a big fuss over something he wasn’t even around to see. Peter sat down in the shade of the tree, tracing his fingers over the letters. 

_Benjamin Franklin Parker_  
_Devoted Husband, Beloved Uncle_  
_Life is a very long season_

He smiled to himself as his fingers traced over the quote. It was one Ben had used often and something Peter and May found very fitting. 

“So, I graduated today,” Peter said with a chuckle. “Can you believe it? I didn’t think I’d actually make it. Seriously, Uncle Ben, you would not believe the year I had.” Peter smiled again and recounted the events of the last year to the stone in front of him, sparing no details. He started with his trial and made it all the way through the speech he’d just given. As he finished a soft breeze kicked up, almost seeming like it was wrapping itself around his shoulders. He picked gently at a blade of grass, making no move to wipe away the tears that started to slip from his eyes. When he spoke again, his voice was thicker than before.

“I miss you,” he said softly. “But I know you’re proud of me. I’m trying really hard to be the man you wanted me to be.” Peter sniffled again and stood up, wiping his eyes on his sleeve and placing his other hand on the cold stone. 

“I love you, Uncle Ben. And I’m gonna make you proud.” Peter was about to leave when he remembered something else. “Oh, and if you see Mr. Stark up there, let him know I got into MIT without even having to name drop. Don’t let him be too mad that I decided to go to Empire State. After all, I am a friendly neighborhood Spider-Man.” He smiled and patted the stone gently, taking a deep breath to calm himself. Suddenly, the hairs on the back on his neck stood up and Peter felt someone watching him. He turned quickly to face whoever it was, but there was nobody there. The only other people in the cemetery were a pair of mourners several rows away and they weren’t paying Peter any attention. Something hanging from one of the lower branches of the tree caught the light of the setting sun and captured Peter’s attention. He stepped forward and smiled wide when he found a necklace with a black cat pendant dangling in front of him. Attached to the necklace was a small note.

_See you soon, Little Spider xoxo_

He removed the necklace from the branch and let his eyes scan the cemetery, knowing he wouldn’t find Felicia. Calm washed over him as he watched the sunset for a moment. For the first time in what felt like forever, Peter felt hopeful. He knew there would be more hard times ahead of him, but he also knew there would be good times too. He had college to look forward to, and his friends back by his side. As long as he had them and May, he could handle anything. Smiling, he tucked the necklace into his pocket and turned to go, jogging toward the train to go and meet his family. 


	17. Epilogue

**Summary for the Chapter:**

> Felicia makes her way to Symkaria.

**Notes for the Chapter:**

> The final chapter! Thank you to everyone who has followed along with me. This fic is my BABY and I'm so proud of it. And don't worry! A sequel is in the works!

Snow drifted lazily from the sky, coating the mountains of Symkaria in a thick blanket of white. The grey compound tucked into the side of the mountain almost completely blended in the snow covering the roofs mimicking the mountain range around it, and a passerby might even mistake it for an extension of the peak. Felicia, however, was no mere passerby. She made her way forward slowly, her white outfit and hair helping to conceal her in the deep snow. She approached the perimeter quietly and eyed the security cameras on the outside of the building. With a smirk, she removed the grapple device from her belt. She had found her father’s old grappling hook design among his things after his disappearance and asked a friend to tinker with it a bit in preparation for her trip to Symkaria. She pressed the button on the side of the handle to pop the claw open and took aim. The grapple flew through the air and grabbed the nearest camera, crushing it in its grip. Felicia tugged on the tether, ripping the remains of the camera from the wall. 

As soon as it was down, Felicia made her move. She sprang forward and bolted toward the building, and the control panel directly underneath the broken camera. When she got close, she tapped the button on the handle again, retracting the grapple and sliding it back into her belt. The alarms hadn’t sounded yet, so she moved quickly. Tearing the cover from the panel, she looked over the wires and found the one for the central alarm. She pulled the knife from her belt and sliced it in half, smirking to herself.

“It’s like they want people to break in,” she muttered, pulling a small tablet from her pocket and connecting it to a port in the control panel. In seconds, the feed from the rest of the cameras was displayed on her screen. A few taps later, all of them went dark. Felicia disconnected the tablet and tucked it safely away, eyeing the window above her head. It had thick, iron bars covering it that were bolted to the wall. She crouched low and pounced up, landing gently on the ledge. Her hands wrapped around the bars and wrenched them free, tossing them into a snowbank below as she slipped inside. 

The interior of the building was completely opposite from the exterior. Where the outside was grey, worn, and quiet, inside the compound was sleek, modern, and filled with shouting voices. Felicia side-stepped into a nearby doorway as two armed men rushed past the end of the hall, shouting something in a language she didn’t understand. She pulled the tablet back out and reviewed the schematics of the building. Above her was the air vent she had expected to find that would take her to her destination. She heard the armed men running back toward her, but by the time they aimed their guns down the hallway, it was empty. 

The air vent was narrower than she thought, but Felicia managed to make her way through. She followed the route she had memorized and soon found herself above a frantic control room. Four men typed away at keyboards and yelled into phones, trying to get their cameras back online. Felicia smiled and watched them work, waiting for their boss to arrive. She was just starting to think she’d need to go to Plan B when the doors to the control room banged open.

“Status report,” the woman entering the room barked out, her voice thick with both annoyance and her accent. She marched toward the men working, anger evident on her face. Her clothes were white to match her hair, and the gun strapped to her hip made her the only armed person in the room.

“Cameras throughout the compound are down,” one of the men responded quickly, shifting nervously in his seat.

“Get them back up!” she demanded, turning to another man. “Where did the breach occur?”

“Southwest corner, ma’am.” She rounded on the other two men in the room and pointed to the door.

“Get outside and find out what happened,” she ordered. “Arm yourselves and shoot anything that moves.” The two men nodded curtly and hurried from the room.

Felicia waited until she heard the electronic lock reengage to take action. She pulled the goggles fitted around her head down and adjusted them over her eyes before removing a small, silver orb from her belt. With her grapple in hand, she dropped the orb into the center of the room. As soon as it hit the ground it began filling the room with thick, white smoke. The three people still inside began to shout and cough, yelling at each other in the same unfamiliar language Felicia heard earlier. Once all of them were sufficiently disoriented, she dropped from the vent into the room.

“Evening, folks,” she said, gaining the attention of her prey. The woman in white drew her weapon, but Felicia was ready. She threw her grapple toward her, locking the gun in its grip. With a grunt, she yanked the tether back and caught the pistol, spinning around to crack it across the jaw of the man rushing her and knocking him unconscious. The other man charged her soon after, and Felicia dropped down into the smoke to avoid him. Blinded, the man stumbled about, swinging his arms wildly for her. Felicia popped up behind his back and tapped him on the shoulder. 

“Looking for me?” she asked with a fake smile. The man whipped around and swung his fist, but Felicia caught it easily. She grabbed his wrist and pulled his arm back, delivering a punch across his face that sent him diving toward the ground.

Felicia smirked for a second until she felt someone approaching from behind. Before she could turn around, a thin line of wire was pulled over her head. She managed to get her hands up and catch it before the wire cut into the skin of her neck. Her attacker pulled hard, and Felicia strained to keep her at bay. Backing up quickly, Felicia forced the woman in white into the wall and drove her elbow into her ribs. With a grunt, the wire fell, and Felicia spun around. She seized the woman by the jacket and pressed her forearm against her throat. 

“Silver Sablinova, I presume?” Felicia asked. “Man, I have been looking everywhere for you. You are not an easy woman to track down.” Silver glared at Felicia and brought her knee up harshly into her ribs, breaking Felicia’s grip. Turning quickly, Silver slapped a button on the wall that brought several fans roaring to life. Felicia coughed and gasped for air as the smoke cleared, and the two women spotted Silver’s gun on the floor at the same time. They both dove for it, but thanks to her enhanced speed, Felicia was faster. She knocked the gun away and grabbed Silver by the arm, slamming her into the ground. Her knee pressed into Silver’s chest, pinning her to the floor. 

“Who the hell are you?” Silver spat as Felicia pinned her arms to her sides.

“We’ll get to that,” Felicia replied, leaning closer. “Now, let’s have a chat about Walter Hardy.”


	18. Post Credit Scene

**Summary for the Chapter:**

> The Daily Bugle has a new correspondent.

**Notes for the Chapter:**

> Surprise! Just a fun post credit scene. I hope you like it!

The streets of Manhattan were largely the same as Eddie remembered, even though it had been years since he’d been back. He got off the subway and made his way to the address on his phone, taking in the city he’d missed so much. It felt slightly foreign but still very familiar at the same time. He approached the building and walked inside, bypassing the information desk in the crowd. He stepped onto the elevator and pressed the button for the 24th floor, offering a tight-lipped smile to his fellow passengers. He watched as the numbers ticked by, tapping his fingers on his leg as he reached his destination. 

The elevator doors opened, and he was immediately greeted by giant gold letters reading THE DAILY BUGLE painted on the wall. He let out a breath and stepped off the elevator toward the desk.

“Hi there. Can I help you?” Eddie smiled slightly as he was greeted by a dark-haired, slightly terrified looking receptionist.

“Yeah, hi,” he said, leaning on her desk. “I’m Eddie Brock. I’m here to see-“

“BROCK!” You’re late! Get in here!” The receptionist jumped and Eddie turned toward the screaming voice. An angry looking man with a moustache and close-cropped hair stood glowering at the pair of them. He recognized J. Jonah Jameson the second he saw him and readied himself for what was sure to be an interesting meeting. Jameson turned on his heel and marched back into his office, not bothering to see if Eddie was following him. He was, but Jameson wasn’t checking. Eddie closed the door behind him and took the seat across the desk from Jameson.

“I’m a busy man, Brock,” Jameson said, starting to type on his computer and not so much as looking at Eddie. “Time is money and I don’t waste my time. So, why should I spend my money on you?”

“Well, sir,” Eddie replied, adjusting in his seat. “I think my work speaks for itself. My exposure of the Life Foundation-“

“Wasting my tiiiiiiiiiiiiiime,” Jameson droned. Eddie felt anger and something else stirring inside him as he leaned back in the chair and laced his fingers behind his head.

“I don’t give a shit,” he said flatly. Silence fell in the office as Jameson’s typing stopped and he turned to finally look at Eddie, his face red.

“Excuse me?” he asked through gritted teeth.

“Oh, good. I have your attention,” Eddie smirked before he continued. “That’s why you should spend your money on me. I don’t give a shit, sir. I don’t give a shit who I piss off or whose toes I step on. The only thing I give a shit about is getting my story. And I’m very good at getting my story.” Jameson listened to Eddie and stared at the smug man in front of him. Eddie stared back at him, refusing to move a muscle. After a couple minutes of deafening silence, Jameson picked up a flash drive from the desk and tossed it at Eddie, who caught it in one hand. 

“That’s every story I’ve ever run about Spider-Man,” he explained. “I’ve done what I can to discredit him but somehow people still love him. Your job is simple enough; gather all the information you can on the illegal activities Spider-Man is involved in and report back to me. That’s it.”

“What if he’s not doing anything illegal?” Eddie asked. 

“He’s a vigilante. That’s illegal.” Jameson turned back to his computer and resumed typing away. “That’s all. Get out.” Eddie balked slightly and watched Jameson for a moment. When he didn’t say anything, Eddie stood and left the room without another word. He offered an apologetic smile to the receptionist as he reboarded the elevator. She jumped again as Jameson screamed for her and Eddie heard a voice speak in his ear.

“Can we eat him?” Venom asked. Eddie gave another small smile and a wave as the elevator doors closed. 

“Not in public,” he replied. Eddie and Venom were alone in the elevator as they descended back toward the lobby.

“What is this loud man’s obsession with the spider human?” Venom asked once the car started moving.

“Who knows?” Eddie replied, turning the flash drive in his hand and tucking it into his pocket. “But he’s paying big money, so we’re gonna look into it.”

“What if he’s not real?” Eddie furrowed his brown and tossed up a hand at Venom’s question. 

“What? Of course he’s real.”

“A spider-human hybrid doesn’t seem plausible based on what I’ve learned about your species.”

“He’s not a hybrid he’s like a human with spider powers,” Eddie said. “I’ve seen him on the news he’s definitely real.” The elevator dinged at the lobby and Eddie stepped off, exiting the building back onto the street. 

“It still sounds made up,” Venom argued as they walked outside.

“After everything we’ve seen this is what you have a problem with?” Eddie asked, surprised. 

“We can see those things,” Venom said. “We’ve never seen a human spider.”

Eddie started to respond but was cut off by the people around him on the street cheering. Above them, Spider-Man swung through the air, attached to the building by a long length of webbing. He let it go and flipped in mid-air, before shooting another web and swinging away. Eddie smirked to himself and pulled out his phone to snap a picture. He watched the hero swing away as Venom screamed in his ear. 

“WHAT THE FU-“


End file.
